Common use of Improvements and Alterations Clause in Contracts

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, at additions or improvements to the Lessee’s own cost and expensePremises (collectively, "Alterations") without (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIwritten consent of Landlord, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as compliance with such nondiscriminatory requirements concerning such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all permits of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and authorizations relating restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever such joinder is necessary or advisable; provided thattogether with all of Landlord's costs and expenses, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. with interest thereon at the Default Rate (ii) The Alterations defined below). Such rights of Landlord shall be completed in a good and workmanlike manner and in compliance in addition to all material respects with all Applicable Laws then in effect and with the Insurance Requirementsother remedies provided herein or by law. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, Lessor agrees to furnish the demised premises to the Lessee at the Lessee’s own fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense, (i) shall make expense of the Lessee's Improvements in accordance with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, renovationsimprovements, partitions, or changes of whatsoever kind to or in the demised premises after the Lessee has taken possession thereof, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, improvements and additions to alterations, improvements, partitions, or changes of whatsoever kind shall be made without the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation written consent of the terms Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations whatsoever kind shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in compliance in all material respects with all Applicable Laws then in effect and with or to the Insurance Requirements. (iii) All Alterations shalldemised premises at any time before or after the taking of possession by the Lessee, when completedby the Lessee or the Lessor, be of such a character as to not materially diminish (A) shall immediately become the utility property of the Improvements as a corporate office complex including a corporate office Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any uses ancillary thereto, (B) reason whatsoever require that the then current Fair Market Value as determined by reference Lessee restore the demised premises in whole or in part to the Appraisalsame condition in which they were at the time of the entering into of this Lease, or (C) the Fair Market Value as determined by reference exceptions to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) Lessee's repair obligations only excepted. The Lessee shall have made adequate arrangements for payment not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the cost of Lessor and until all Alterations when rents and other monies due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5are fully paid. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeExcept as expressly provided otherwise in this Lease, including without limitation, Exhibit B, latent defects and Landlord’s on-going repair and maintenance obligations. Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease with respect to the initial Tenant Improvements is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall also have the right without Landlord’s consent or prior notice to Landlord to install phone, computer and telecommunications lines and cabling that do not materially affect the Building systems and are located entirely within the Premises. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with commercially reasonable insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site modification required in the condition Premises by Laws as a result of any Alterations and any Alterations required outside the Premises shall be performed by Section 9.1 Landlord and included in Operating Expenses. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval shall not be unreasonably withheld and shall be granted or denied within a reasonable period of time, but no later than thirty (B30) necessary or advisable days after Landlord’s receipt of such written request. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any out-of-pocket costs incurred by Landlord in monitoring such construction. Landlord’s right to restore the Improvements review plans and the Site specifications and to monitor construction shall be solely for its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIown benefit, and (ii) so long as Landlord shall have no Material Default duty to see that such plans and specifications or Event construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of Default has occurred maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and is continuingall mechanical, may undertake Alterations on the Leased Property electrical, plumbing and roof related work be performed by contractors designated by Landlord, so long as such contractors are reasonably available and competitively priced. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those non-general office improvements or non-general office Alterations comply from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease and Tenant shall not be obligated to remove any Tenant Improvements made by Landlord. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If Landlord concurrently with Landlord’s consent requires Tenant to remove any or all material respects of such Alterations from the Premises upon the termination of this Lease, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with Applicable Laws the identities and are consistent mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and comply Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with Section 9.1 a complete set of plans in reproducible form and subsection specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (bbut not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within thirty (30) days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of four percent (4%) of this Section 9.2the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within thirty (30) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (bc) The making Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations pursuant to subsection Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (a)(i10) above of this Section 9.2 must be in compliance with the business days following requirements: The Lessee shall not make any Alterations in violation notice from Landlord of the terms imposition of any restrictionsuch lien, easementcause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided that, however, such joinder shall not constitute herein or be deemed to constitute, any assumption or responsibility or liability whatsoeverby law. (iid) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance RequirementsNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. In addition, with respect to the area in the Suite 600 Space generally shown in Exhibit I attached hereto and incorporated herein for all purposes, Landlord at the Lessee’s own its sole cost and expense, agrees (i) shall make alterationsto add five 12” Building standard cooling only VAV boxes, renovations, repairs, improvements and additions (ii) that a new supply air plenum will be added to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements box and the Site to its condition existing prior to supply air tap-outs will be cut in, (iii) that a Casualty or Condemnation to the extent required pursuant to Article XIIItotal of four 12-inch supply air diffusers will be installed in a quadrant pattern, and (iiiv) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in that all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2thermostats will be relocated to their respective zones. (b) The making Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to ten percent (10%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Such coordination fee will be deemed to cover all of Landlord’s costs and expenses for Landlord’s employees or contractors, including but not limited to management personnel, engineers and other consultants involved in compliance review, approval coordination and/or supervision of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical electrical plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in all material respects with all Applicable Laws then its sole discretion to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in effect and advance by Landlord (ii) were not built in conformance with the Insurance Requirements. plans and specifications approved by Landlord or (iii) All Landlord specified during its review of plans and specifications for Alterations shallwould need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, when completedTenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease, be Landlord require Tenant to remove any or all of such a character as Alterations from the Premises, then Tenant, al Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal its original condition as of the scheduled Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment Term or following the surrender of the cost Premises from Tenant to Landlord, shall become the property of all Alterations when due so that Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the Improvements identities and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.mailing addresses of

Improvements and Alterations. (a) The LesseeExcept as expressly set forth herein, Tenant represents that it is accepting the Premises in “AS IS, WHERE IS” condition, with no improvements whatsoever to be done to the Premises by Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall be responsible, at the Lessee’s own its sole cost and expense, for furnishing the Premises with furniture, fixtures and equipment necessary or desirable for Tenant to operate its business from the Premises. (i) Except as otherwise expressly set forth herein, Tenant shall not make any alterations, renovations, repairs, additions or improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are without the prior written consent of Landlord. Any such Alterations (Aexcept Tenant’s Property) necessary shall (1) at once become a part of the realty and belong to repair Landlord, and (2) be made by Tenant, at Tenant’s sole cost and expense. To the extent Landlord’s written approval of any Alterations expressly requires removal of the same upon the expiration or maintain termination of this Lease, upon such termination or expiration Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove such Alterations. Tenant shall not be required to remove any Alterations permitted to be made without Landlord consent. (ii) Notwithstanding the Improvements or the Site in the condition required by provisions of Section 9.1 8(b)(i) or (Bc) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent contrary, Xxxxxxxx’s consent shall not be required with respect to non-material, nonstructural interior Alterations to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural or structural interior Alterations to the Premises, provided notice is first given in writing by Tenant to Landlord. For purposes of this Section 8(b), demising walls, but not interior office walls, are deemed structural. For purposes of this Section 8(b), “material” shall mean any Alterations which (a) cost more than $100,000 per Alteration or more than $350,000 in total per annum, and/or (b) which involves the fire or life safety systems, Building management systems, roofing, HVAC, security, mechanical, plumbing, gas, electrical or any other Building system. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment, personalty and other Tenant Property shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to Article XIIISection 8(b). (c) Any repairs made pursuant to Section 7(b) hereof or Alterations and improvements made pursuant to this Section 8 by Xxxxxx as required and permitted hereunder shall be made and performed (i) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, and (ii) so long as no Material Default in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. Further, other than with respect to Alterations permitted without Landlord consent, any repairs made pursuant to Section 7(b) hereof or Event of Default has occurred Alterations and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of improvements made pursuant to this Section 9.28 by Tenant as required and permitted hereunder shall be made and performed (i) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (ii) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld (provided, that Landlord shall not require Tenant to use contractors which are affiliated with Landlord or which are not competitive on a cost or quality basis); provided, however, that Landlord, at Tenant’s sole cost and expense (as approved in advance by Tenant prior to Landlord starting the work), shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Xxxxxx’s proposed structural alterations or those to the mechanical or electrical systems. (bd) The making of any Alterations pursuant Xxxxxx expects, on or around December 31, 2015, to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation take occupancy of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured Premises and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in substantially complete a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility buildout of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as eighth floor of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests Premises in accordance with Section 9.5plans and specifications which have been approved by Landlord, subject to delays caused by Landlord or its property manager and delays due to force majeure events. The estimated cost of Tenant’s buildout of the entire Premises is [***]. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions Premises are delivered to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Tenant as a Casualty or Condemnation to the extent required pursuant to Article XIIIturn-key build-out inclusive space, and (ii) so long as no Material Default or Event of Default has occurred and is continuingTenant hereby accepts the Premises in its AS-IS, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2WHERE-IS condition. (b) The making Landlord will cooperate with Tenant in enforcing the warranties of any Alterations pursuant workmanship and materials which Landlord received with respect to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation construction of the terms of any restriction, easement, condition, covenant or other similar matter affecting title Premises to or binding on the Improvements or extent that the Siterepair thereof is Tenant’s responsibility hereunder. (i) No Alterations Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessormade by Tenant, at the LesseeTenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, shall join in the application for forthwith remove any such permit alterations, additions or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoeverimprovements. (ii) The Alterations Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be completed required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in a good writing by Tenant to Landlord and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirementswritten approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) All Alterations shallLandlord acknowledges that Tenant’s furniture, when completedtrade fixtures, business equipment and personalty shall not be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretodeemed alterations, (B) the then current Fair Market Value as determined by reference additions or improvements which become Landlord’s property pursuant to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termterms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) The Lessee using mechanics and contractors having been approved by Landlord which approval shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times not be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liensunreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the Lessee structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to engage in Permitted Contests in accordance change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Section 9.5Tenant’s access to the Premises or its operations therein. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, at and Tenant agrees to accept the Lessee’s own cost Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and expense“WITH ALL FAULTS” condition, (i) except as otherwise expressly specified in this Lease, and Landlord shall make alterationshave no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, renovationshowever, repairs, improvements and additions notwithstanding the foregoing to the Leased Property or any part thereof and substitutions and replacements therefor (collectivelycontrary, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site Landlord’s sole construction obligation under this Lease is set forth in the condition required by Section 9.1 or (B) necessary or advisable Work Letter attached hereto as Exhibit B. Notwithstanding the foregoing, Landlord represents and warrants to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation Tenant that, to the extent required pursuant to Article XIIIbest of Landlord’s knowledge, and (ii) so long as no Material Default or Event of Default has occurred and is continuingthe Effective Date, may undertake Alterations on the Leased Property so long as such Alterations Premises shall comply in all material respects with Applicable all applicable Laws, including the Americans with Disabilities Act of 1990 (the “ADA”). Any repairs or alterations required to bring the Premises in compliance with all applicable Laws as a result of non-compliance existing as of the Effective Date shall be conducted by Landlord at Landlord’s sole cost and are consistent expense, except to the extent caused by Tenant or Tenant’s employees, agents or contractors, in which case Tenant shall be responsible for such costs and comply with Section 9.1 and subsection (b) of this Section 9.2expenses. (b) The making Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld or conditioned (and shall be subject to Section 4(e) below) with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) do not adversely affect the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not unreasonably interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not adversely affect the structural portions of the Building; (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other material improvements or alterations within the Building; and (vi) do not cause Landlord to incur any out-of-pocket cost or expense (unless tenant is willing and commits to pay for same) as a result thereof. Notwithstanding the foregoing, Tenant shall have the right, at its sole cost and expense, to make cosmetic Alterations to the Premises for its own benefit, and not for the benefit of Landlord, provided that in each instance (i) the alteration does not materially or adversely affect the mechanical, electrical, plumbing, or structural elements of the Building, (ii) such work does not include boring or drilling (other than to non-load bearing demising walls in the Premises), (iii) Tenant shall have provided Landlord notice of such alteration work, as well as a schedule for completion of such work, prior to the commencement of such work, (iv) such work shall not unreasonably interfere with work being performed or to be performed by Landlord or at its direction elsewhere in the Building or otherwise require or cause Landlord to incur any out-of-pocket cost (unless Tenant is willing and commits to pay for same) in connection therewith or as a result thereof, (v) Landlord has approved the contractor retained by Tenant for the performance of such work (which approval shall not be unreasonably withheld or conditioned as provided in this Paragraph 4(b), and (vi) such Alterations do not require the issuance of a building permit, and (vii) the alteration shall not make the cost of renovating the Premises for office use following the expiration or termination of this Lease materially more expensive than if such alterations, additions or improvements had not been made (by way of illustration and not limitation, the installation of raised flooring for a computer room, interconnecting stairwell, additional toilet rooms, health club or any other item that is required to be removed by an express provision of this Lease would constitute alterations, additions or improvements that would make the cost of renovating the Premises following expiration or termination of this Lease materially more expensive). With respect to any Alteration for which Landlord’s consent is not required hereunder, Tenant shall, nonetheless, deliver to Landlord as-built plans and specifications with respect to any such Alterations within sixty (60) days after the completion thereof; provided, however, that Tenant shall have no such obligations with respect to Alterations that include solely paint, carpet and the installation of wall covering. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in accordance with all applicable Laws and in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord (subject to Section 4(e) below) and only good grades of materials shall be used. All plans and specifications for any Alterations requiring Landlord’s approval shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors reasonably designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified in writing during its review of the plans and specifications for such Alterations that such Alterations would need to be removed by Tenant upon the expiration of this Lease; provided, however, that Tenant shall have no obligation to remove the initial Tenant Improvements to the Premises (except for any data centers, fire suppressant systems, supplemental HVAC systems and equipment, UPS, SCIF, Supplemental Equipment, Tenant signage and those Tenant Improvements that were not built in accordance with the Tenant Improvement Construction Documents (but only if such non-conforming Tenant Improvements cause the cost of renovating the Premises materially more expensive as described in item (vii) above)) or the improvements to the Must-Take Space existing and in place as of the Date of this Lease. Landlord shall not unreasonably withhold or condition its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair any damage to the Premises resulting from such removal. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations pursuant and upon Landlord’s reasonable request, Tenant shall deliver to subsection (a)(i) above Landlord sworn statements setting forth the names of this Section 9.2 must all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors and any other documentation customarily provided in the State to extinguish liens. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in compliance with the following requirements: The Lessee common use for computer assisted design purposes. Tenant shall not make any Alterations in violation pay to Landlord, as additional rent, a construction management charge of five percent (5%) of the terms actual hard costs of any restrictionsuch Alterations (but only if such Alterations affect the mechanical, easementelectrical, conditionplumbing, covenant or other similar matter affecting title to or binding on structural elements of the Improvements or Building and/or require the Siteissuance of a building permit). (ic) No Alterations Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within twenty (20) days following Tenant’s actual knowledge of the imposition of any such lien, cause the same to be undertaken until the Lessee released of record by payment or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord, Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document reasonable amounts paid by Landlord in connection therewith, whenever together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided thatherein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, howeverSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, such joinder OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (e) Landlord will respond to Tenant’s written request for approval of any Alterations hereunder within ten (10) business days following Landlord’s receipt thereof, together with all of the information required hereunder with respect thereto (and Landlord shall not constitute or be deemed to constitutehave given Landlord’s approval to such Alterations if Landlord fails to respond to Tenant’s request therefor within five (5) business days following Landlord’s receipt of a second (2nd) written request from Tenant therefor (so long as such written request for consent for such a proposed Alteration contains the following statement in large, bold, and capped font “PURSUANT TO PARAGRAPH 4 OF THE LEASE, IF LANDLORD FAILS TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS OF LANDLORD’S RECEIPT HEREOF, LANDLORD SHALL DE DEEMED TO HAVE APPROVED TENANT’S REQUESTED ALTERATIONS”)). Landlord will respond to Tenant’s written request for approval of any assumption or responsibility or liability whatsoever. contractor hereunder within five (ii5) The Alterations business days following Landlord’s receipt thereof, together with all of the information required hereunder with respect thereto (and Landlord shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed deemed to have been supplied given Landlord’s approval to such contractor if Landlord fails to respond to Tenant’s request therefor within five (5) business days following Landlord’s receipt of a second (2nd) written request from Tenant therefor (so long as such written request for approval contains the Improvements or the Sitefollowing statement in large, other than Permitted Liens; providedbold, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5and capped font “PURSUANT TO PARAGRAPH 4 OF THE LEASE, IF LANDLORD FAILS TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF, LANDLORD SHALL DE DEEMED TO HAVE APPROVED TENANT’S REQUESTED CONTRACTOR. (v) The Alterations must be located solely on the Site”)).

Improvements and Alterations. With reference to alterations to be made pursuant to Paragraph Third hereof, Tenant agrees to use licensed electrical and plumbing contractors. (a) Tenant shall obtain Owner's prior written consent before making non-structural alterations, and to other minor installations, additions or improvements which Owner shall not unreasonably withhold or delay. Owner shall not unreasonably withhold its consent to nonstructural Tenant Alterations which do not impair the functioning of any Building equipment, violate any legal requirements or insurance requirements, impair the character, appearance, usefulness or rentability of the Building or any part thereof, temporarily or permanently weaken or impair the structure or lessen the value or size of the Premises or the Building outside of the Premises. (b) Tenant shall obtain Owner's prior written consent before making structural alterations and/or installations, additions or improvements not of a minor nature ("structural alterations"). The Lesseedenial by the Owner of consent to structural alterations shall not be deemed to be unreasonable. Tenant, at the Lessee’s its own cost and expense, (i) shall make submit to Owner for approval, plans and specifications regarding such alterations, renovationsand Tenant shall not process any plans for the Department of Building's approval until Owner approves them. If Owner consents, repairsin writing, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectivelysaid structural alterations, “Alterations”) which are (A) necessary Owner agrees to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations cooperate with Tenant on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws signing of necessary forms and are consistent and comply with Section 9.1 and subsection (b) applications for the Department of this Section 9.2Buildings or similar agency. (bc) The Tenant agrees to and hereby does indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses which may be imposed upon, or incurred by or asserted against the Owner, resulting from or by reason of, the making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with installations, additions, improvements or alterations by Tenant. In the following requirements: The Lessee shall not make event any Alterations in violation of action or proceeding is brought against the terms Owner by reason of any restrictionsuch claim, easementOwner shall notify Tenant thereof in writing, conditionand Tenant shall, covenant upon Owner's demand, resist or other similar matter affecting title to or binding on defend such action in the Improvements or name of Owner at the Sitereasonable cost and expense of Tenant with counsel of Owner's choice. (id) No Alterations Tenant shall be undertaken until the Lessee cause each contractor employed by Tenant to carry contractor's liability coverage in limits of at least $1,000,000.00 which limits shall have procured and paid forinclude completed operations for a one-year period and, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expensein addition, shall join in the application carry statutory workmen's compensation and coverage. (e) The Owner shall not be liable for any labor or materials furnished or to be furnished to Tenant on credit, and no mechanic's or other lien for any such permit labor or authorization and execute and deliver any document in connection therewithmaterials shall attach to, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute affect the estate or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility interest of the Improvements as a corporate office complex including a corporate office building Owner in and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.Leased

Improvements and Alterations. 7.1 Initial improvements to the Premises shall be governed by the provisions of Exhibit "B" attached thereto and hereby made a part hereof (athe "Work Agreement") The Lesseeand the other provisions of this Lease not in conflict therewith. Without the prior written consent of Landlord, Tenant shall not make or permit to be made any alterations, additions, or improvements in, on or to the Premises or the Project or any part thereof, except for interior, non-structural alterations to the Premises not exceeding One Thousand Dollars ($1,000) in cumulative costs throughout the term hereof. 7.2 Landlord may impose as a condition to such consent such requirements as Landlord may deem necessary in its sole discretion, including (without limitation) requirements relating to the manner in which the work is done, the contractor by whom it is performed, and the limes during which it is accomplished, as well as the requirement that upon written request of Landlord, Tenant will remove at its expense any and all permanent improvements or additions to the Lessee’s own Premises installed by Tenant. Any damage done to the Premises in connection with such removal shall be repaired at Tenant's sole cost and expense. Landlord may, (i) in connection with any such removal which reasonably might involve damaging the Premises, require that such removal be performed by a bonded contractor or other person for which a bond satisfactory to Landlord has been furnished covering the cost of repairing the anticipated damage. Notwithstanding any contrary provision herein, Tenant shall not, in any event, make any alterations, renovations, repairs, additions or improvements and additions which might or could affect the structure of the Building or to the Leased Property mechanical or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) electrical systems of the Building or which are (A) necessary to repair visible from the exterior of the Premises or maintain the Improvements which interfere with or the Site disrupt other tenants in the condition required Building or with any work then being carried out therein by Section 9.1 Landlord or (B) necessary its contractors. Any alterations, additions or advisable to restore the Improvements improvements desired by Tenant shall be made at Tenant's sole cost and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be expense in compliance with the following requirements: The Lessee shall not Section 9 below and in accordance with plans and specifications, and pursuant to governmental permits, approved in advance by Landlord. Any contractor selected by Tenant to make any Alterations same must be bondable and licensed and be approved in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title advance by Landlord and must provide insurance coverage acceptable to or binding on the Improvements or the Site. (i) No Alterations Landlord. Such work shall be undertaken until performed by union labor unless Landlord determines that the Lessee use of nonunion labor is not likely to cause labor unrest or disputes. At Landlord's option, any alterations, additions or improvements desired by Tenant shall have procured be made by Landlord or its contractors for Tenant's account, and paid for, so far as Tenant shall pay the same may be required from time cost thereof to time, all permits and authorizations relating Landlord prior to Landlord's contracting for such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisablework; provided thatprovided, however, such joinder that Landlord's price shall not constitute exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, therefore obtained by Tenant and communicated to Landlord. Upon completion of any alterations, additions or improvements, Tenant shall furnish Landlord a set of "as built" plans and specifications therefor, and, within ten (I 0) days after such completion, Tenant shall cause an appropriate notice of completion to be deemed recorded in the office of the Clerk of Circuit Court of the First Circuit, State of Hawaii, pursuant to constituteSection 507-43, any assumption Hawaii Revised Statutes, as amended. Tenant shall cause all such alterations, additions or responsibility or liability whatsoever. (ii) The Alterations shall improvements to be completed in a good good, workmanlike, diligent, prompt and workmanlike expeditious manner and in compliance in all material respects with all Applicable Laws then in effect applicable laws. Landlord's approval of Tenant's plans and with the Insurance Requirements. (iii) All Alterations shall, when completed, be specifications shall not constitute a representation or warranty of such a character Landlord as to not materially diminish the adequacy thereof or compliance thereof with applicable laws. Tenant shall pay to Landlord a fee equal to ten percent (A10%) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as total cost of the scheduled expiration date subject work for reviewing Tenant's plans and specifications and Landlord's coordination, scheduling and review of the Lease Termsubject work, regardless of whether Landlord or Tenant contracts for such work. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeExcept with respect to Landlord’s repair and maintenance obligations set forth in Paragraph 5(a) below, at Landlord shall deliver the Lessee’s own cost Premises to Tenant, and expense, (i) shall make alterations, renovations, repairs, improvements and additions Tenant agrees to accept the Leased Property or any part thereof and substitutions and replacements therefor (collectivelyPremises from Landlord in its existing “AS-IS”, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements WHERE-IS” and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII“WITH ALL FAULTS” condition, and (ii) so long as Landlord shall have no Material Default obligation to refurbish or Event of Default has occurred and is continuing, may undertake Alterations on otherwise improve the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2Premises throughout the Lease Term. (b) The making Any alterations, additions, or improvements made by or on behalf of any Alterations pursuant Tenant to subsection the Premises (a)(i“Alterations”) above of this Section 9.2 must shall be in compliance with subject to Landlord’s prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the following requirements: The Lessee foregoing to the contrary, Tenant shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions to the Premises which (a) will adversely impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord’s prior written consent or approval to such Alterations (which consent or approval shall be in the Landlord’s sole and absolute discretion) (items (i) and (ii) being a “Design Condition”). Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which shall not be unreasonably withheld, conditioned or delayed so long as a Design Condition is not created. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If, upon the termination of this Lease, Landlord requires Tenant to remove any or all material respects of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior consent, but with prior written notice to Landlord and provided that Tenant complies with all Applicable Laws then Building rules and regulations affecting Alterations, install cosmetic, non-structural Alterations which do not affect the HVAC, plumbing or electrical systems of the Building, which are not visible from the exterior of the Premises, which do not require the issuance of a permit, and which cost $50,000 or less in effect and with the Insurance Requirementsany calendar year. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such a character lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to not materially diminish such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (Adefined below) the utility and Tenant shall indemnify and defend each and all of the Improvements as a corporate office complex including a corporate office building and Landlord Parties (defined below) against any uses ancillary theretodamages, (B) losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the then current Fair Market Value as determined expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termlaw. (ivd) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, other than Permitted Liens; providedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost All improvements in and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or Premises, including any part thereof and substitutions and replacements therefor Alterations (defined in Section 9.03) (collectively, “AlterationsLeasehold Improvements”) which are shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, removes any Required Removables (Aas hereinafter defined), in compliance with the National Electric Code or other applicable Law. Landlord, by written notice to Tenant at least thirty (30) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing days prior to the Expiration Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of a Casualty or Condemnation nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (such items collectively are referred to as “Required Removables”). Required Removables shall include, without limitation, Tenant’s personal property and merchandise, interior and exterior signage, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications and, notwithstanding anything to the extent required pursuant contrary in this Lease, Tenant shall have an obligation to Article XIIIremove the Required Removables specifically enumerated in this sentence upon the expiration or earlier termination of this Lease whether or not Landlord delivers notice to Tenant requiring removal of the same as contemplated by the immediately preceding sentence. The Required Removables shall be removed by Tenant before the Expiration Date or earlier termination of this Lease. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, and Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration is a Required Removable. Within ten (ii10) so long days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as no Material Default or Event to which portions of the Alteration are Required Removables. If a Default has occurred and is continuingremains uncured at the Expiration Date, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make be entitled to remove any Alterations in violation of its personal property or merchandise, without the terms express written approval of any restrictionLandlord, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee and Landlord shall have procured and paid for, so far all rights therein as the same may be required from time are then available to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoeverLandlord by law. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall not make or allow to be ---------------------------- made (aexcept as otherwise provided in this Lease) The Lesseeany improvements, alterations or physical additions (including fixtures) in or to the Premises or the Project, without first obtaining the written consent of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (except in the case of structural changes or changes to any Building system, in which case Landlord may withhold such approval in its sole discretion), including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto (none of which shall be unreasonably withheld, conditioned or delayed, except in the case of structural changes or changes to any Building system, in which case Landlord may withhold such approval in its sole discretion). Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Except as otherwise expressly provided in Exhibit E attached hereto, any and all furnishing, equipping and improving of or other alteration and addition to the Premises shall be: (i) made at the Lessee’s own cost Tenant's sole cost, risk and expense, (i) and Tenant shall make alterations, renovations, repairs, improvements pay for Landlord's reasonable costs incurred in connection with and additions to the Leased Property as a result of such alterations or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and additions; (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed performed in a good and workmanlike manner with labor and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. materials of such quality as Landlord may reasonably require; (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building constructed in accordance with all plans and any uses ancillary thereto, (B) the then current Fair Market Value as determined specifications approved in writing by reference Landlord prior to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as commencement of the scheduled expiration date of the Lease Term. any such work; (iv) The Lessee shall have made adequate arrangements for payment prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, the performance of Landlord's obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements Building or the Site, other than Permitted LiensLand and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. and (v) The Alterations must performed by contractors approved in writing by Landlord, which approval shall not be located solely unreasonably withheld, conditioned or delayed. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance and indemnity requirements), and shall deliver to Landlord a complete copy of the Site"as-built" or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord's prior written consent, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing provisions of this Section 6.1(b), -------------- Tenant shall notify Landlord of, but shall not be obligated to obtain Landlord's prior consent for any improvement, alteration or physical addition which costs less than $20,000.00 and does not affect the Building's structure or the Building's HVAC, electrical or plumbing systems.

Improvements and Alterations. (a) The LesseeTenant may place such partitions, fixtures (including light fixtures), personal property, equipment, machinery and the like (subject to Section VII) in the Premises and may make, at the Lessee’s its own cost and expense, (i) such improvements and alterations pursuant to Plans and Specifications that have the prior written approval of Landlord in each instance, which approval as to any non-structural items shall not be unreasonably withheld or delayed but which as to structural items may be granted or denied in Landlord’s sole discretion, provided that all work done by Tenant in the Premises shall be done in accordance with all zoning, building, fire and other codes applicable thereto. When Tenant submits Plans and Specifications for approval, it shall also list separately or otherwise clearly indicate all elements of the proposed work that Tenant desires to retain the right to remove from the Premises, during or at expiration of the term of this Lease, and as part of its response to Tenant’s submission, Landlord shall make alterations, renovations, repairs, improvements any objections it has to such list and additions shall also list or otherwise indicate such elements of the proposed work as Landlord retains the right to require Tenant to remove at the Leased Property expiration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain earlier termination of the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so term of this Lease. So long as no Material Default or Event of Default has occurred and Tenant is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with default under the Insurance Requirements. (iii) All Alterations shallLease, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage remove all equipment, furnishings and furniture and such fixtures, improvements and appurtenances as have been approved by Landlord for removal at the time of its response to Tenant’s Plans and Specifications or otherwise, and paid for by Tenant and attached to or built into the Premises prior to or during the term of this Lease (“Tenant’s Removable Property”). Upon removal of any such fixtures, equipment, improvements and appurtenances, Tenant shall restore the Premises at least to its condition as of time of delivery of the Premises to Tenant. If Tenant fails to remove any Tenant’s Removable Property at the end of the term of this Lease the provisions of Section XXXVII shall apply. In the case of damage to or destruction of such items during the term of this Lease, Tenant shall have the right to recover its loss from any insurance company with which it has insured the same, notwithstanding that any of such things might be considered part of the Premises at the end of the term of this Lease. Landlord shall not require removal of pipes, wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in Permitted Contests in accordance a safe and lawful manner flush with Section 9.5the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall be responsible for any damage to the Building or to the property of other tenants caused by the malfunction of its equipment or the removal of its property as aforesaid. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall not make or allow to be ---------------------------- made (aexcept as otherwise provided in this Lease) The Lesseeany improvements, alterations or physical additions (including fixtures) in or to the Premises or the Project, without first obtaining the written consent of Landlord, including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto, such approval not to be unreasonably withheld, conditioned or delayed. Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Except as otherwise expressly provided in Exhibit "E" attached hereto, any and all furnishing, equipping and improving of ---------- or other alteration and addition to the Premises shall be: (i) made at the Lessee’s own cost Tenant's sole cost, risk and expense, and Tenant shall pay for Landlord's actual costs incurred in connection with and as a result of such alterations or additions; (iii) shall make alterationsperformed in a prompt, renovations, repairs, improvements good and additions workerlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed in accordance with all plans and specifications approved in writing by Landlord prior to the Leased Property commencement of any such work, such approval not to be unreasonably withheld, conditioned or delayed; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Project, the performance of Landlord's obligations under this Lease or any mortgage, deed to secure debt or ground lease covering or affecting all or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain of the Improvements Project or the Site Land and any work being done by contractors engaged by Landlord with respect to or in connection with the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, Project; and (iiv) so long performed by contractors approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Except as provided in Exhibit "E", Tenant shall have no Material Default (and hereby waives all) ---------- rights to payment or Event compensation for any such item, Tenant shall notify Landlord upon completion of Default has occurred such alterations, improvements, modifications or additions and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws Landlord shall inspect same for workmanship and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements: The Lessee ), and shall deliver to Landlord a complete copy of the "as-built" or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work. Tenant shall not make any Alterations in violation of the terms of any restrictionplace safes, easementvaults, conditionfiling cabinets or systems, covenant libraries or other similar matter affecting title to heavy furniture or binding on equipment within the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, howeverPremises without Landlord's prior written consent, such joinder shall consent not constitute to be unreasonably withheld, conditioned or be deemed to constitutedelayed. Except as provided herein and upon ten (10) days prior written notice, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage make non-structural alterations (walls and partitions being deemed to be structural) of up to Twenty Thousand and No/100 Dollars ($20,000.00) without the consent of Landlord. For any and all improvements, alterations or physical additions (including fixtures) in Permitted Contests in accordance with Section 9.5or to the Premises or the Project that Tenant is permitted to perform pursuant to the terms of this Lease, including, without limitation, the work performed pursuant to the terms of the Work Letter Agreement, attached hereto as Exhibit "E", but not including the installation or application of painting, carpeting or of finishing materials performed subsequent to the work performed pursuant to the terms of the Work Letter Agreement, Landlord shall charge Tenant a construction management fee of two (2) percent of the total costs of such improvements, alterations or physical additions (including fixtures). (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make any Alterations in violation alterations or repairs to the Leased Premises, or any other part of the Building, or wires, pipes or other services to be run into the Building without first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any amounts owing under the terms of any restrictionthis Article shall be payable on demand as additional rent. However in the event that the Landlord shall grant permission to the Tenant to execute the said work for its own account (which permission shall be reasonably determined by the Landlord), easement, condition, covenant or other similar matter affecting title then the said work shall be subject to or binding on the Improvements or the Site.following conditions: (i) No Alterations Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within fifteen (15) days after receipt of the same. If such plans and specifications are approved, all work shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join carried out in the application for any such permit or authorization and execute and deliver any document in connection compliance therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations value of the Leased Premises shall not, as a result of any work proposed to be carried out by Tenant, be less than the value of the Leased Premises before the commencement of such work and Landlord shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirementssole judge of such value. (iii) All Alterations shallwork shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office authorizations and building and any uses ancillary thereto, (B) zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermLeased Premises. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements Leased Premises and the Site Building shall at all times be free of Liens for labor all legal hypothecs (construction) and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5any charges whatsoever. (v) The Alterations must If the cost of any work shall be located solely on in excess of Five thousand dollars ($5,000.00) as reasonably estimated by Tenant, Landlord may require Tenant to furnish security satisfactory to Landlord guaranteeing the Sitecompletion of the work and the payment of the cost thereof free and clear of all privileges and charges of any nature whatsoever. (vi) Tenant shall maintain Workmen's Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may require. All work whether executed by the Landlord or the Tenant, whether structural or not, when completed, shall be comprised in, and form part of the Leased Premises and shall be subject to all the provisions of this Lease and Tenant shall not have any right to claim compensation therefore. At the expiration of this Lease, Tenant shall be required to repair any damage to the Leased Premises caused by removing any of its personal property, reasonable wear and tear and casualty damage excepted.

Improvements and Alterations. (a) The LesseeLandlord hereby delivers to Tenant, at and Tenant hereby accepts from Landlord, the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectivelyPremises in its existing “AS-IS”, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements WHERE-IS” and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII“WITH ALL FAULTS” condition, and (ii) so long as Tenant acknowledges that Landlord shall have no Material Default obligation to refurbish or Event of Default has occurred and is continuing, may undertake Alterations on otherwise improve the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) Premises after the Date of this Section 9.2Lease. (b) The making Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable Laws. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove any improvements or Alterations from the Premises at the expiration or earlier termination of the Lease. If, upon the termination of this Lease, Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. Together with Tenant’s request for approval of any Alterations and the plans and specifications submitted to Landlord therefor, Tenant may expressly request in writing (in bold upper case letters (in 16 point font or larger) that Landlord specify whether the Alterations (or portions thereof) must be removed from the Premises upon the expiration or earlier termination of the Lease Term (the “Removal Request”), in which case Landlord shall specify such Alterations (or portions thereof) together with Landlord’s written approval thereof (if such approval is granted in accordance with the terms hereof). If Tenant delivers a Removal Request to Landlord with the information regarding the Alterations required herein, and Landlord delivers to Tenant written approval of such Alterations, and together with such approval Landlord specifies that such Alterations (or any portions thereof) are not required to be removed upon the expiration or earlier termination of this Lease, then Tenant shall not be required to remove such Alterations. Notwithstanding the foregoing, Landlord shall have the right, in its sole discretion, to instruct Tenant to remove from the Premises those Alterations that (i) were not approved in writing and in compliance advance by Landlord, (ii) were not built in all material respects with all Applicable Laws then in effect and conformance with the Insurance Requirementsplans and specifications approved in writing by Landlord, or (iii) Landlord specified during its review of the applicable plans and specifications would need to be removed by Tenant upon the expiration or earlier termination of this Lease. However, Tenant will have no obligation to remove, replace or modify any tenant improvements existing as of the Date of this Lease nor will Tenant be obligated to restore the Premises to a condition pre-existing the Date of this Lease. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such a character lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to not materially diminish such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (Adefined below) the utility and Tenant shall indemnify and defend each and all of the Improvements as a corporate office complex including a corporate office building and Landlord Indemnitees (defined below) against any uses ancillary theretodamages, (B) losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the then current Fair Market Value as determined expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termlaw. (ivd) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, other than Permitted Liens; providedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeA. Landlord shall have the right at any time to change the arrangement, at the Lessee’s own cost location and/or size of entrances or passageways, doors and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIdoorways, and (ii) so long as no Material Default corridors, elevators, stairs, toilets or Event other public parts of Default has occurred and the Project and, upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building, Project, or Complex is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2commonly known. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee B. Tenant shall not make any Alterations in violation of the terms of any restrictionalterations, easementrepairs, conditionadditions or improvements in, covenant or other similar matter affecting title to or binding on about the Improvements or Premises (collectively “Tenant Alterations”) without the Site. prior written consent of Landlord. If such consent is given, Landlord shall be allowed to: (i) No approve all plans, (ii) require satisfactory insurance, (iii) require satisfactory security for construction obligations, (iv) require a suitable completion schedule, and (v) approve the contractor. Should Landlord’s consent be granted, any such Tenant Alterations shall be undertaken until at Tenant’s sole cost and expense including Landlord’s reasonable costs associated with such Tenant Alterations. Tenant agrees to make application and to receive building permits from applicable local municipal authorities, state and federal agencies necessary to make such Tenant Alterations. All Tenant Alterations (except movable furniture and trade fixtures) shall become the Lessee property of Landlord, and shall have procured and paid forbe surrendered with the Premises, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessora part there of, at the Lessee’s expense, shall join in expiration or earlier termination of the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisableLease; provided thatprovided, however, that Landlord may, by written notice to Tenant delivered at the time Landlord grants its approval to construct or install such joinder shall not constitute or be deemed Tenant Alterations, require Tenant to constitute, remove any assumption or responsibility or liability whatsoever. (ii) The Tenant Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with to restore the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as Premises to not materially diminish (A) the utility their condition prior to installation of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretoTenant Alterations, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termat Tenant’s expense. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a combined corporate office building and research and development laboratory center and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (the “Alterations”) shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations, (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems, (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees, (iv) do not affect the structural portions of the Building or require capital alterations to any other portions of the Building or the Project, and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall cause, at the Lessee’s own its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any costs incurred by Landlord in monitoring such construction. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting any other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall make alterationsnot be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, renovationsthen Tenant, repairsat Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and additions Tenant shall repair and restore the Premises to its original condition as of the Leased Property or any part thereof Commencement Date, reasonable wear and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site tear excepted. Any Alterations remaining in the condition required by Section 9.1 Premises following the expiration of the Lease Term, or (B) necessary following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or advisable to restore the Improvements and the Site to its condition existing supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a Casualty complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or Condemnation such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent required pursuant to Article XIII, such services are provided in excess of or after the normal on-site hours of such engineers and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2management personnel. (bc) The making Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations pursuant to subsection Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. If Tenant shall not, within ten (a)(i10) above of this Section 9.2 must be in compliance with days following the following requirements: The Lessee shall not make any Alterations in violation of the terms imposition of any restrictionsuch lien, easementcause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever together with all of Landlord’s costs and expenses, with interest thereon at the “Default Rate” (as that term is defined in Paragraph 12, below) and Tenant shall indemnify and defend each and all of the “Landlord Indemnitees” (as that term is defined in Paragraph 8(b), below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph 4 shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided that, however, such joinder shall not constitute herein or be deemed to constitute, any assumption or responsibility or liability whatsoeverby law. (iid) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance RequirementsNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee TENANT shall have the right during the continuance of this Lease to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely make improvements and alterations on the SiteLeased Premises as may be proper and necessary for the conduct of TENANT'S business; provided, however, that TENANT obtains the written consent of LANDLORD for any alterations or improvements, which consent will not be unreasonably withheld. At the sole option of LANDLORD, any such improvements and alterations shall become the property of LANDLORD at the termination of this Lease. If LANDLORD elects not to take such improvements, TENANT agrees to restore the premises to their condition at the time of the beginning of this Lease. Except as otherwise provided, furnishings and trade fixtures installed on the Leased Premises by TENANT and paid for by TENANT, including, without limitation, any cranes and crane ways and any other fixtures installed by TENANT (other than the capitalized equipment shown on Schedule A which shall deemed to be the property of LANDLORD) shall remain the property of TENANT and may be removed upon the termination of this Lease, provided: a) that any of such as are fixed to the Leased Premises and require severance may be removed only if TENANT shall repair any damage caused by such removal to restore the Leased Premises in substantially the same condition as that when rented; and b) that TENANT shall have fully performed all of the covenants and agreements to be performed under the provisions of this Lease. It is further agreed that TENANT shall return the Leased Premises in as good a condition as that on the initial date of the term of the lease including repainting, repairing and cleaning up of the Leased Premises.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) in excess of $10,000 in cost shall be subject to Landlord’s prior written consent. The Lesseeforegoing notwithstanding, the Landlord hereby consents to: (i) any cosmetic alterations (such as painting, carpeting or installation of wall paper) made from time to time by Tenant in and to the Premises; and (ii) any security systems installed by Tenant in the Premises. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building or require capital alterations to any other portions of the Building and/or the Project; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall cause, at the Lessee’s own its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations in excess of $10,000 in cost shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations in excess of $10,000 in cost and Tenant shall reimburse Landlord for the reasonable costs incurred by Landlord in monitoring such construction, provided that Landlord provides Tenant with a reasonable estimation of the costs to be incurred in advance. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) shall make alterationswere not approved in advance by Landlord, renovations(ii) were not built in conformance with the plans and specifications approved by Landlord, repairs, improvements or (iii) Landlord specified during its review of plans and additions specifications for Alterations would need to be removed by Tenant upon the Leased Property or any part thereof and substitutions and replacements therefor expiration of this Lease (collectively, all of (i) through (iii) being “Removable Alterations”) which ). Except for Removable Alterations, Tenant shall not be obligated to remove Alterations at the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any Removable Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Removable Alterations and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, except for reasonable wear and tear and any Alterations that are (A) necessary permitted to repair or maintain remain on the Improvements or the Site Premises. Any Alterations remaining in the condition required by Section 9.1 Premises following the expiration of the Lease Term or (B) necessary following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. In connection with the Alterations, Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or advisable to restore the Improvements and the Site to its condition existing supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. In connection with the Alterations, Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a Casualty complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or Condemnation such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent required pursuant to Article XIIIsuch services are provided in excess of or after the normal on-site hours of such engineers and management personnel, and (ii) so long as no Material Default or Event provided that Landlord has provided Tenant with a reasonable estimation of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply costs in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2advance. (bc) The making Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations pursuant to subsection Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. If Tenant has not, within ten (a)(i10) above of this Section 9.2 must be in compliance with days following the following requirements: The Lessee shall not make any Alterations in violation of the terms imposition of any restrictionsuch lien, easementcause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided that, however, such joinder shall not constitute herein or be deemed to constitute, any assumption or responsibility or liability whatsoeverby law. (iid) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance RequirementsNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES, EXCEPT FOR TENANT IMPROVEMENTS CONDUCTED BY THE LANDLORD PURSUANT TO THE WORK LETTER ATTACHED AS EXHIBIT B HERETO. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeTenant covenants and agrees that it will construct the Facility and make any other improvements, at the Lessee’s own cost and expensechanges, (i) shall make alterationsinstallations, renovations, repairs, improvements additions or alterations in and additions to about the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests Demised Premises in accordance with Section 9.5. the terms and provisions of the Agreement and this lease. Tenant shall provide Landlord with "as built" plans for any work completed by Tenant pursuant to this section 17. After Tenant constructs the Facility and if Tenant installs or makes any other improvements, additions, installations, renovations, changes or alterations to the Demised Premises, such improvements shall be the property of Tenant as provided in section 3.2 hereof. The Facility and all other improvements, changes, additions, installations, renovations or alterations (vincluding all equipment and movable trade fixtures necessary to maintain the Facility as an ongoing operating Facility) The Alterations must shall be located solely subject to purchase by Landlord, in accordance with the terms and provisions of the Agreement, subject to the lien of the mortgage, if then outstanding, in favor of the leasehold mortgagee as contemplated by the Credit Agreement, which mortgage shall remain a lien on the SiteFacility and any such improvements until all obligations of Tenant to such leasehold mortgagee are satisfied in full or discharged. If Landlord has not exercised such right to purchase, upon Landlord's giving 6 months advance notice to Tenant before the Termination Date or upon Landlord's giving 30 days advance notice before or after Tenant's removal from or abandonment of the Demised Premises, whichever is applicable, Tenant shall remove forthwith the Facility and all other improvements, additions, installations, renovations, changes or alterations, level the land to grade level and thereafter pave the Demised Premises with six inches of concrete as a parking lot. if Tenant exercises any of its options to purchase the Demised Premises described in section 39 hereunder, any improvements, additions, alterations, installations, renovations or changes not already the property of Tenant shall become the property of Tenant upon the closing of the purchase of the Demised Premises.

Improvements and Alterations. (a) The LesseeSubject to those express representations and warranties by Landlord expressly set forth herein, at Landlord shall deliver the Lessee’s own cost Premises to Tenant, and expenseTenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord agrees (i) to perform the Renovation Work, (ii) to deliver the Premises vacant, in broom clean condition and with all data cabling and movable furniture removed therefrom, and (iii) to provide the Tenant Improvement Allowances set forth in Item 18 of the Basic Lease Provisions which shall be disbursed in accordance with the terms and conditions of Exhibits X-0, X-0, and B-3. (b) Tenant shall make no alterations, renovations, repairs, improvements and changes or additions in or to the Leased Property or any part thereof and substitutions and replacements therefor Premises (collectively, “Alterations”) without Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, and if reasonably disapproved, Landlord shall advise Tenant of any additional changes which are may be required to obtain Landlord’s approval. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (A10) necessary Business Days after receipt of Tenant’s request for approval of the proposed Alterations, provided that, if Landlord fails to repair respond, Landlord shall be deemed to have approved the proposed Alterations. Notwithstanding the foregoing, Tenant may perform non-structural improvements to the interior of the Premises (such as painting, carpeting and wall covering) without Landlord’s prior consent but with prior notice to Landlord, provided that: (i) the improvements do not impact or maintain affect the Improvements structural integrity, the roof of the Building, the building systems (including, without limitation, the HVAC, electric, mechanical, plumbing, fire, or life safety systems) (the “Building Systems”) or the Site operation of the Building; (ii) such improvements do not cost in excess of $50,000 per floor or $500,000 in the condition required by Section 9.1 or aggregate in any one (B1) necessary or advisable to restore the Improvements calendar year; and the Site to its condition existing (iii) Tenant shall, prior to a Casualty the commencement of the work, deliver to Landlord proofs of contractor insurance, in form reasonably acceptable to Landlord, from all contractors performing such work and plans indicating the nature of the proposed improvements. In installing or Condemnation constructing any Alterations, Tenant shall only use contractors reasonably approved by Landlord in writing. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project in approving such contractors. For any Alterations that require Landlord’s approval, Tenant shall submit to Landlord fully detailed and dimensioned plans and specifications pertaining to the extent required pursuant Alterations in question, to Article XIIIbe prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations, unless any such liability, claim or demand is the result of the negligence or willful misconduct of Landlord or its agent, employee or contractor. Following the (i) Phase I Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase I Premises, (ii) Phase II Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase II Premises, and (iii) Phase III Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase III Premises, any and all costs attributable to or related to the applicable building codes of the city in which the Project is located (or any other authority having jurisdiction over the Project) arising from Tenant’s plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and expense. (c) With regard to repairs, Alterations or any other work arising from or related to this Xxxxxxxxx 0, Xxxxxxxx shall be entitled to receive an administrative/supervision fee equal to (i) One Hundred Fifty Dollars ($150) per hour for every hour reasonably and actually spent by Landlord’s construction management and/or property management personnel supervising or overseeing the Alterations, plus (ii) the actual cost of any materials expended by such construction management and/or property management personnel. Landlord shall provide reasonable documentation of the calculation of its administration/supervision fee as part of its submission to Tenant. After the initial five (5) years of the Lease Term, the foregoing hourly fee shall be reasonably adjusted based on market conditions. Landlord’s right to review plans and specifications and to monitor construction of Alterations shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. The construction of initial improvements to the Premises shall be governed by the terms of the Phase I Premises Work Letter, Phase II Premises Work Letter, and Phase III Premises Work Letter (each, a “Work Letter”) and not the terms of this Paragraph 4. (d) Notwithstanding anything in this Paragraph 4 to the contrary, (i) concurrently with Landlord’s approval of any Alterations and/or improvements installed by Tenant, Landlord shall notify Tenant in writing which, if any, of such Alterations and/or improvements need to be removed by Tenant from the Premises upon the expiration or earlier termination of the Lease (“Alterations Removal Notice”), and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make have any Alterations in violation of the terms of obligation to remove any restriction, easement, condition, covenant Alteration and/or improvement (x) for which Landlord’s approval was requested and Landlord did not give Tenant such notice or other similar matter affecting title to or binding on the Improvements or the Site. (iy) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Sitewhich is not a Specialty Improvement. Lessor, at the Lessee’s expense, shall join Unless otherwise set forth in the application for any such permit Alterations Removal notice, Tenant shall remove all Specialty Improvements from the Premises upon the expiration or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date earlier termination of the Lease Term. Term and Tenant shall repair any damage to the Premises (ivas expressly stated herein) The Lessee shall have made adequate arrangements for payment caused by such removal. As used in this Lease “Specialty Improvements” means any of the cost of all Alterations when due so that following: any server racks, security system, card access systems, key pad door hardware, heat pumps, high density filing systems, data centers, classrooms, courtrooms, cafeteria, fitness center (including showers and other amenities for the Improvements fitness center), internal stairwells, raised floors, voice, data and the Site shall at all times be free of Liens for labor other cabling, libraries, any areas requiring floor reinforcement or enhanced systems requirements, supplemental HVAC equipment or systems or components thereof, and materials supplied or claimed to have been supplied supplemental systems and equipment used on connection therewith. In addition, notwithstanding anything in this Paragraph 4 to the Improvements contrary, Tenant shall not be required to remove any of the Alterations and/or improvements which exist in the Premises at the time that Landlord delivers the Premises to Tenant or any of the Site, other than Permitted Liens; provided, that Tenant Improvements. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the Lessee shall have expiration of the right to engage in Permitted Contests in accordance with Section 9.5Lease. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeTenant, at the Lessee’s its own cost and expense, (i) shall may make ---------------------------- alterations, renovations, repairs, additions and improvements and additions with Landlord's prior written consent to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) interior of the Premises which are (A) necessary or appropriate for the conduct of Tenant's business in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to repair and approved in writing by Landlord along with the identity of the contractor. Such consent or maintain the Improvements approval shall not be unreasonably withheld or the Site delayed in the condition case of any proposed work of a non- structural nature which does not affect the common areas or facilities of the Property and is not visible from the exterior of the Premises. In addition, Tenant shall not be required by Section 9.1 or (B) necessary or advisable to restore the Improvements obtain Landlord's consent to interior painting and the Site to its condition existing prior to similar work of a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) purely decorative nature so long as no Material Default the quality thereof conforms to any standard Building criteria established by Landlord. Tenant shall pay all costs of preparing plans, drawings and specifications. Such alterations, additions and improvements (specifically excluding movable personal property installed by Tenant) made after the date hereof are hereinafter collectively called the "Improvements." All the Improvements, whether placed in or Event attached or made to or a part of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) Premises prior to or during the Term of this Section 9.2. (b) The making Lease, shall, unless Landlord otherwise elects and except in the case of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must customary trade fixtures, become and be in compliance with the following requirements: The Lessee Landlord's property and shall not make any Alterations in violation be and remain part of the terms Premises as of the termination of the Term. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to require Tenant to remove any restriction, easement, condition, covenant or other similar matter affecting title to all of its Improvements upon the expiration or binding on earlier termination of the Term. Construction of the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured performed diligently and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and shall be expeditiously completed in compliance in all material respects with all Applicable Laws then laws, ordinances, orders, rules, regulations and requirements. All work done in effect and connection with the Insurance Requirements. (iii) All Alterations shallImprovements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, when completedat its own expense, shall procure all permits and licenses for the Improvements required by any governing authority having jurisdiction over the Premises and the business to be of such a character as to not materially diminish (A) conducted in the utility Premises. Tenant shall promptly pay all costs and expenses of the Improvements, and Tenant shall indemnify the Landlord against performance liens, costs, damages and expenses in connection with all Improvements. In case of damage or destruction of any Improvements as which Landlord elected not to be a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as portion of the scheduled expiration date Premises during the Term of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Sitethis Lease, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage recover its loss from any insurance company with which it has insured the same. At the end of the Term of this Lease, if not then in Permitted Contests default hereunder, Tenant shall remove all of its personal property other than the Improvements (except those Improvements which Landlord elected to require Tenant to remove). If Landlord elects to have Tenant remove the Improvements, Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors, provided that Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor and ceiling and redecorates the area in a manner substantially consistent with the remainder of the Premises. Tenant shall maintain the Improvements in accordance with Section 9.510 during the Term of the Lease and shall be responsible for any and all damage to the Premises, the fixtures, appurtenances and equipment of Landlord or the Building caused by the installation, malfunction or removal of the Improvements or Tenant's Property, as defined in Section 9. (vb) The Alterations To protect the historical and architectural integrity and appearance of the Building, Tenant shall not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from the lobby, public corridors or in any other common area or public place must be submitted to Landlord for written approval of the size, color, design and location of such signs or lettering before installation, which approval shall not be unreasonably withheld or delayed. Tenant may hang its own window blinds or curtains in the Premises, subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. Landlord shall include Tenant's name and the floor location of the Premises in any directory maintained by Landlord in the lobby of the Building. (c) Subject to the provisions hereof otherwise applicable to the making of alterations, additions and improvements in the Premises together with such additional requirements as Landlord may reasonably prescribe, Tenant may install cabling and wiring through vertical shafts of the Building in order to service equipment located solely on in the SitePremises. Notwithstanding the foregoing, Landlord shall neither unreasonably withhold or delay any consent required in the case of, nor obligate Tenant to furnish detailed working drawings and specifications describing, such installations.

Improvements and Alterations. (aA) Landlord's sole construction obligation under this Lease is as set forth in the Work Letter attached hereto as Exhibit “B-1” and incorporated herein by reference. (B) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building or Project, and upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building or the Project is commonly known. (C) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, additions or improvements and additions to or of the Leased Property Premises or any part thereof referred to in this subparagraph (6)(C) do not include the Landlord Work. Tenant shall not make or cause to be made any alterations, additions or improvements to or of the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's prior written consent (For the avoidance of doubt, Tenant may perform minimus decorative work at the Premises, such as painting or decorating the Premises, without first obtaining Landlord’s consent. In no event shall improvements or alterations which require a permit or inspections from the Township of Plainsboro be deemed de minimus for the purposes of this Article 6). Any such alterations, additions or improvements to the Premises consented to by Landlord shall at Landlord's option be made by Landlord for Tenant's account and substitutions Tenant shall pay Landlord for the costs thereof (including reasonable charge for Landlord's profit and replacements therefor overhead which shall in no event exceed 10% for profit and 5% for overhead) within ten (collectively10) days after receipt of Landlord's statement. All such alterations, “Alterations”additions and improvements shall (without compensation to Tenant) at Landlord's option become Landlord's property (except movable furniture and trade fixtures) and at the end of the term hereof, shall remain on the Premises unless Landlord elects by notice to Tenant in connection with Tenant’s request for Landlord’s consent to the improvement or alteration to have Tenant remove same, in which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to event Tenant shall promptly restore the Improvements and the Site Premises to its their condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIinstallation of (i) such alterations, additions and improvements, and (ii) so long as no Material Default equipment of any nature. Further, Landlord may elect by notice to Tenant to have Tenant remove not only Tenant's alterations, additions and improvements, but also any items of Tenant's equipment including but not limited to movable furniture, trade fixtures, office equipment and any cafeteria equipment. Any such equipment not removed from the Premises at the end of the Term hereof or Event earlier termination of Default has occurred this Lease shall at the option of the Landlord become Landlord's property without payment of any consideration therefor. The removal of any such equipment and any alterations, additions and improvements which Landlord elects Tenant to remove will be accomplished by Tenant prior to the expiration of the term of this Lease and if not done, Tenant will be deemed a tenant at sufferance pursuant to Article 26. If Tenant does not perform such removal, Landlord may remove, destroy, store or otherwise dispose of such alterations, additions, improvements and equipment, whether or not Landlord takes title thereto. In addition, Tenant will pay (i) all Landlord's costs of removing, disposing or destroying any such alterations, additions, improvements and equipment whether or not Landlord takes title thereto, that Tenant is continuingsupposed to remove, may undertake Alterations on which Tenant does not remove, and (ii) Landlord's cost to restore the Leased Property so long as such Alterations comply Premises to their condition prior to the installation of any alterations, additions, improvements and equipment of any nature referred to in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection subdivision (bi) of this Section 9.2. sentence. Such costs will include Landlord's fees and expenses in collecting such costs and interest on such costs at the rate of fourteen (b14%) The making percent per annum. Tenant will pay to Landlord Landlord's costs of storage of any Alterations equipment which Tenant is supposed to remove pursuant to subsection this paragraph that Tenant does not remove. Further, Landlord reserves and shall have right of access to the Premises at any time within ninety (a)(i90) above days prior to any projected termination of this Section 9.2 must be Lease to inspect the Premises to determine alterations, additions, improvements and equipment Landlord desires Tenant to remove. This right of access is in compliance with the following requirements: The Lessee shall not make any Alterations addition to Landlord's right of access set forth in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the SiteArticle 16 hereof. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, Lessor agrees to furnish the demised premises to the Lessee at the Lessee’s own fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense, (i) shall make expense of the Lessee's Improvements in accordance with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, renovationsimprovements, partitions, or changes of whatsoever kind to or in the demised premises after the Lessee has taken possession thereof, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, improvements and additions to alterations, improvements, partitions, or changes of whatsoever kind shall be made without the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation written consent of the terms Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations whatsoever kind shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in compliance in all material respects with all Applicable Laws then in effect and with or to the Insurance Requirements. (iii) All Alterations shalldemised premises at any time before or after the taking of possession by the Lessee, when completedby the Lessee or the Lessor, be of such a character as to not materially diminish (A) shall immediately become the utility property of the Improvements as a corporate office complex including a corporate office Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any uses ancillary thereto, (B) reason whatsoever require that the then current Fair Market Value as determined by reference Lessee restore the demised premises in whole or in part to the Appraisalsame condition in which they were at the time of the entering into of this Lease, or (C) the Fair Market Value as determined by reference exceptions to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) Lessee's repair obligations only excepted. The Lessee shall have made adequate arrangements for payment not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the cost of Lessor and until all Alterations when rents and other monies due so that are fully paid. 34 No signs shall be installed in or on the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements demised premises or the Sitebuilding or the lands without the prior consent of the Lessor, other than Permitted Liens; providedand, that in any event, all signs shall conform to building standard as to size and design, shall be installed by the Lessee and, at the termination of this Lease, shall be removed by the Lessee and any damage caused by such removal shall be repaired, all at the expense of the Lessee. All such signs shall require the written consent of the Lessor as to location and design before their installation and the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5be responsible at its sole cost for obtaining all appropriate municipal or regulatory approvals. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (aA) Landlord's sole construction obligation under this Lease is as set forth in the Work Letter attached hereto as Exhibit "B-1" and incorporated herein by reference. (B) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building or Project, and upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building or the Project is commonly known, provided such change(s) shall not inhibit Tenant's use within the Premises. (C) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, additions or improvements and additions to or of the Leased Property Premises or any part thereof referred to in this subparagraph-(6)(C) do not include the initial tenant -improvements. Tenant shall not make or cause to be made any alterations, additions or improvements to or of the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's prior written consent. Any such alterations, additions or improvements to the Premises consented to by Landlord shall at Landlord's option be made by Landlord for Tenant's account and substitutions Tenant shall pay Landlord for the costs thereof (including reasonable charge for Landlord's overhead) within ten (10) days after receipt of Landlord's statement. All such alterations, additions and replacements therefor improvements shall (collectivelywithout compensation to Tenant) at Landlord's option become Landlord's property (except movable furniture and trade fixtures including computer, “Alterations”telephone, and-power conditioning equipment which have not been permanently fastened to the walls, floors or ceilings or made part of the existing Building's systems) and at the end of the term hereof, shall remain on the Premises unless Landlord elects by notice to Tenant to have Tenant remove same, in which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to event Tenant shall promptly restore the Improvements and the Site Premises to its their condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIinstallation of (i) such alterations, additions and improvements, and (ii) so long as no Material Default equipment of any nature. Further, Landlord may elect by notice to Tenant to have Tenant remove not only Tenant's alterations, additions and improvements, but also any items of Tenant's equipment including but not limited to movable furniture, trade fixtures, office equipment and any cafeteria equipment. Any such equipment not removed from the Premises at the end of the term hereof shall at the option of the Landlord become Landlord's property without payment of any consideration therefor. The removal of any such equipment and any alterations, additions and improvements which Landlord elects Tenant to remove will be accomplished by Tenant prior to the expiration of the term of this Lease and if not done, Tenant will be deemed a tenant at sufferance pursuant to Paragraph 26. If Tenant does not perform such removal, Landlord may remove, destroy, store or Event otherwise dispose of Default has occurred such alterations, additions, improvements and equipment, whether or not Landlord takes title thereto. In addition, Tenant will pay (i) all Landlord's costs of removing, disposing or destroying any such alterations, additions, improvements and equipment whether or not Landlord takes title thereto, that Tenant is continuingsupposed to remove, may undertake Alterations on which Tenant does not remove, and (ii) 'Landlord's cost to restore the Leased Property so long as such Alterations comply Premises to their condition prior to the installation of any alterations, additions, improvements and equipment of any nature referred to in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection subdivision (bi) of this Section 9.2. sentence. Such costs will include Landlord's fees and expenses in collecting such costs and interest on such costs at the rate of fourteen (b14%) The making percent per annum. Tenant will pay to Landlord Landlord's costs of storage of any Alterations equipment which Tenant is supposed to remove pursuant to subsection this paragraph that Tenant does not remove. Further, Landlord reserves and shall have right of access to the Premises at any time with prior notice within ninety (a)(i90) above days prior to any projected termination of this Section 9.2 must be Lease to inspect the Premises to determine alterations, additions, improvements and equipment Landlord desires Tenant to remove. This right of access is in compliance with the following requirements: The Lessee shall not make any Alterations addition to Landlord's right of access set forth in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the SiteParagraph 16 hereof. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) 14.1 The Lessee, at Leased Premises shall be delivered by Lessor to Lessee in their present state and condition “As Is” with the exception of those portions of SCHEDULE “B” hereto designated as being “Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, Work”. 14.2 All other improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition decorations required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured be executed in accordance with good building practices and paid for, so far as the same may shall be required from time to time, all permits done by a licensed contractor in accordance with detailed drawings and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements specifications prepared by a duly qualified architect or the Site. Lessor, licensed designer at the Lessee’s expense, which detailed drawings and specifications must be submitted to and approved in writing by the Lessor prior to the commencement of such work, which consent of the Lessor shall join not be unreasonable withheld or unduly delayed. The Lessor allows the Lessee to begin improvements on September 27 2021, in advance of the effectiveness of this lease. 14.3 The Lessee shall not make or perform any alterations, additions or improvements, whether of a structural or non-structural nature, in the application Leased Premises unless the plans and specifications therefore shall have been submitted to the Lessor prior to the commencement of such alterations, additions or improvements and the latter shall have given its prior written consent thereto which consent shall not be unreasonably withheld or unduly delayed. All such alterations, additions or improvements made by the Lessee under the terms of the present section shall be promptly executed by contractors or subcontractors reasonably acceptable to the Lessor (without the Lessor thereby being in any way liable for any damage or other loss or deficiency arising from or through such permit work) in accordance with the approved plans and specifications and all applicable laws, by-laws, regulations and ordinances or authorization all public and execute quasi-public authorities having jurisdiction relative to the Building, including, without restriction, and deliver any document company or companies which the Building may, at the time, be insured by and the Lessee shall be responsible for all costs incurred in connection therewith, whenever with such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed alterations and improvements the whole to constitute, any assumption or responsibility or liability whatsoever. (ii) the entire exoneration of the Lessor. The Alterations Lessor hereby undertakes that there shall be completed no conflict caused with any union or other contract to which the Lessor, its contractor, contractors or any subcontractors may be a party, and, in the event of any such conflict, the Lessee shall forthwith have removed from the Building, the Lessee’s conflicting contractor or contractors and their employees. The Lessee shall Maintain adequate general liability insurance for the protection of the Lessor and the Lessee as the Lessor may reasonably require. Nothing herein contained may be so interpreted as to permit the Lessee to perform any act, retain any service, purchase any materials or cause to be performed any works which would give rise to a good legal hypothec on the Building; 14.4 Notwithstanding the foregoing, the value of the Leased Premises shall not, as a result of any work proposed to be carried out by the Lessee, be less than the value of the Leased Premises before the commencement of such work and workmanlike manner the Lessor shall the sole judge of such value. If the cost of any work shall be in excess of FIFTEEN THOUSAND DOLLARS ($15,000.00) as reasonably estimated by the Lessor, the Lessor may require the Lessee to furnish security satisfactory to the Lessor guaranteeing the completion of the work and in compliance in the payment of the cost thereof free and clear of all material respects with all Applicable Laws then in effect conditional bills of sale, pledges, privileges, workmen’s and with the Insurance Requirements. (iii) suppliers’ liens and legal hypothecs. All Alterations shallwork, when completed, shall be comprised in and form part of the Leased Premises and shall be subject to all the provisions of this Lease. Any connection of apparatus to the electrical system other than a connection to an existing base receptacle, any connection of apparatus to the plumbing lines, or any connection to the heating and/or air-conditioning system, shall be deemed to be an addition or improvement for the purposes of this Section; 14.5 In the event that the Lessee shall elect to perform any alterations, additions or improvements to the Leased Premises in accordance with the terms of this Section hereof, all such alterations and improvements may be performed only under the general supervision of the Lessor; 14.6 At the expiry of the Term, the Lessee, shall, at the option of the Lessor, either remove all or any specified portion of the Lessee’s Work and alterations, additions or improvements performed or constructed by the Lessee or by the Lessor on the Lessee’s behalf and restore the Leased Premises to substantially the same condition in which the same were found prior to the performance or constriction of any such Lessee’s Work, alterations, additions or improvements (save for such Lessee’s Work, alterations, additions or improvements as the Lessor permits to remain). With the exception of any improvements or renovations to the space constituting office area which the Lessee shall not remove and shall remain on the Leased Premises, or abandon the Leased Premises and surrender ownership and possession of the Lessee’s Work and such alterations, additions and improvements to the Lessor. In neither case will the Lessee be entitled to receive any compensation or indemnity in respect of such a character as to not materially diminish (A) the utility Lessee’s Work and such alterations, additions or improvements or in respect of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) removal thereof; 14.7 Any legal hypothec filed against the then current Fair Market Value as determined by reference to Leased Premises or the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements Building for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or work claimed to have been supplied done or materials furnished to the Improvements or Lessee shall be discharged by the Site, other than Permitted Liens; provided, Lessee within Ten (10) days thereafter at the Lessee’s expense. In the event that the Lessee shall have fail to cause any such legal hypothec to be discharged forthwith after being notified of the filing thereof, then, in addition to any other right or remedy of the Lessor, the Lessor may, but shall not be obliged to engage discharge the same by paying the amount claimed to be due plus any necessary amount on account of costs into Court or direct to such privileged claimant, and the amounts so paid by the Lessor and all costs and expenses, including judicial and extra-judicial fees incurred by the Lessor in Permitted Contests in accordance with Section 9.5. (v) The Alterations must procuring the discharge and obtaining radiation of the legal hypothec shall be located solely due and payable immediately by the Lessee to the Lessor, on demand, such failure to radiate or discharge any such legal hypothec within the Site.aforesaid delay shall constitute a default under this Lease. Furthermore, should action, suit or proceeding be brought upon such hypothec for the enforcement of same, the Lessee agrees, at its own cost and expense, to defend the Lessor therein, by counsel satisfactory to the Lessor, and to pay any damages and satisfy and discharge any judgement entered therein against the Lessor, as well as all costs and expenses, including judicial and extra-judicial costs incurred by the Lessee;

Improvements and Alterations. Except to the extent provided to the ---------------------------- contrary herein, the Tenant shall take the Premises in their "ASIS" condition. The Tenant shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof, except as expressly provided in this paragraph 10. Tenant may cause such alterations, additions or improvements to be made only upon the following conditions: (a) By a contractor reasonably approved in writing by the Landlord in advance; (b) Tenant submits plans, specifications and cost estimates of such work prepared by a competent architect in accordance with existing building ordinances of federal, state or local laws or orders to the Landlord for the Landlord's approval which Landlord shall not unreasonably withhold. Default by the Tenant in the payment of any sums agreed to be paid by the Tenant to Landlord for or in connection with alterations, additions or improvements to the Premises shall entitle the Landlord to all the same remedies as for nonpayment of Rent hereunder. Any alterations, additions or improvements to or of the Premises shall at once become the property of the Landlord. Movable furniture, equipment and trade fixtures shall remain the property of the Tenant. The LesseeLandlord shall indicate to the Tenant when Landlord's approval of the above plans and specifications is sought which alterations, additions or improvements made for or by the Tenant will be required to be removed from the Premises at the termination of this Lease. If the Landlord so elects, the Tenant shall restore the Premises to the condition of same prior to the making of such alterations, additions or improvements which are so required to be removed at the termination of this lease; said work of removal and restoration shall be performed, at the Lessee’s own Landlord's sole election, either (i) by the Tenant, at the Tenant's sole cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on by the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with Landlord at the following requirements: The Lessee shall not make any Alterations in violation expense of the terms of any restrictionTenant and, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewithlatter election, whenever such joinder is necessary or advisable; provided thatthe Tenant shall pay to the Landlord, howeverpromptly upon the Landlord's demand, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be amount of the Landlord's reasonable cost of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building removal and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference restoration. Prior to the Appraisalcommencement of Landlord' 5 removal and or restoration work, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee Landlord shall have made adequate arrangements for payment of submit the cost of all Alterations when due so that the Improvements estimate to Tenant and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage reasonably approve such estimate and any amendments thereto. In the event that, as a result of any such alterations, additions or improvements, it shall be necessary for the Landlord to make other improvements (including, but not limited to, upgrading of installations of life safety systems or compliance with standards for handicapped persons) in Permitted Contests in accordance with Section 9.5.the Building, whether within or without the Premises, then the Tenant agrees to pay the cost of such other improvements if they are a condition of the building permit; provided however, that Tenant shall not be responsible for any costs or improvements (i) made necessary as a result of the failure of Landlord or any occupant of the Building to obtain building permits, where required and/or (vii) The Alterations must to comply with any Laws (a) applicable thePremises as of the date the construction of Tenant's tenant improvements are completed by Landlord and/or (b) applicable to the Building as of the Tenth floor Commencement Date. Landlord shall be located solely on responsible for those costs and improvements that are not the Siteresponsibility of Tenant.

Improvements and Alterations. (a) The LesseeLandlord shall improve the Premises using standard Building materials equal to or of better quality than those materials currently used in the Premises and finishes in accordance with a space plan being prepared by Treieschmann Dumala Architectural Group (the “Architect”), at a draft of which is dated October 17, 2018 (the Lessee“Space Plan”), and attached hereto as Exhibit “B.” Within ten (10) days from the date hereof, Tenant shall submit an updated Space Plan for Landlord’s own cost review and expenseapproval, provided however, Tenant shall have no right to request any changes to the Space Plan that would materially alter the exterior appearance or basic nature of the Building or the Building systems. Landlord shall have three (i3) business days after receipt of the updated Space Plan to review and to give Tenant written notice of Landlord’s approval of the updated Space Plan or its requested changes thereto. If Landlord requests any changes to the updated Space Plan, then Tenant shall make alterationsthose changes and re-submit within three (3) business days thereof the further revised Space Plan to Landlord for approval. Landlord and Tenant shall continue such process until Tenant addresses Landlord’s comments and Landlord issues written approval of the Space Plan (the “Final Space Plan”). Within fifteen (15) days after the date of the Final Space Plan, renovations, repairs, Tenant shall cause the Architect to prepare and submit construction drawings to Landlord for approval based on the Final Space Plan and in accordance with the same procedure set forth above. Landlord shall not be required to install any partition or improvements and additions which are not in conformity with the Final Space Plan. The improvements referenced in this Paragraph shall be referred to as the “Tenant Improvements.” Notwithstanding any provision in this Lease to the Leased Property or any part thereof and substitutions and replacements therefor (collectivelycontrary, “Alterations”) which are (A) necessary to repair or maintain the Tenant Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects shall comply with all Applicable Laws laws. In addition to (and not in lieu of) Landlord’s obligations under this Lease, Landlord shall cause the general contractor performing the Tenant Improvements to provide a warranty in favor of Tenant against defects in workmanship and materials for a period of twelve (12) months after the Commencement Date. If Tenant notifies Landlord of any such defects within such twelve (12) month period, then Landlord will cause to be repaired, the defects as soon as practicable and shall use commercially reasonable efforts to repair the defects with minimal disruption and interference to Tenant’s use of the Premises. At any time after the expiration such twelve (12) month period, Landlord will promptly, upon written request of Tenant, assign to Tenant (to the extent assignable, available and without warranty or representation by Landlord) all rights which Landlord may have under the contract for the construction of the Tenant Improvements against the contractor respecting defects in effect workmanship and with the Insurance Requirementsmaterials. (iiib) Except as expressly provided herein and described in the Space Plan, Landlord shall not be responsible for any other renovation, construction or installation of any improvements relating to the Premises. Tenant acknowledges that Landlord has not made any representations or warranties with respect to the condition of the Premises and neither Landlord nor any assignee of Landlord shall be liable for any latent defect therein. The taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was taken. Landlord, through its designated contractor (the “Contractor”), will perform and complete the Tenant Improvements as described in the Space Plan. All Alterations shallcosts related to change-orders, when completed, alterations and additions to the Space Plan requested by Tenant and approved by Landlord which increase the cost of the Tenant Improvements above the Tenant Allowance shall be of borne by Tenant. All work will be scheduled by Landlord in such a character manner as to not materially diminish (A) inconvenience other tenants in the utility Building. Landlord and its Contractor assume no liability for Tenant’s equipment, furniture or other personal property located at the Premises during the construction of the Tenant Improvements as a corporate office complex including a corporate office building and Tenant shall hold Landlord, its contractors and their respective agents and employees (“Landlord’s Indemnified Parties”) harmless and indemnify same from and against any damage or injury relating to Tenant’s equipment, furniture or personal property left in the Premises during the construction of the Tenant Improvements. Tenant hereby acknowledges that Tenant shall be solely responsible for the installation and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference other associated costs relating to the Appraisaluse of low voltage wiring, or (C) card readers and telephone cabling in the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermPremises. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until That if the Lessee shall have procured during the said term desire to affix or erect partitions, counters or fixtures in any part of the walls, floors or ceilings of the demised premises, it may do so at its own expense at any time, and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at provided that the Lessee’s expense, 's rights to make such alterations to the demised premises shall join in be subject to the application for following conditions: (a) That before undertaking any such permit or authorization alterations the Lessee shall notify the Lessor of the nature and execute extent of such alterations which are of structural in nature and deliver any document in connection therewith, whenever the Lessee shall submit to the Lessor a plan showing the proposed alterations and shall obtain the approval and consent of the Lessor to the same and that such joinder is necessary or advisable; provided that, however, such joinder approval and consent shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.unreasonably withheld; (iib) The Alterations That all such alterations shall conform to all buildings by-laws, if any, then in force affecting the demised premises and such alterations or improvements shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements.manner; (iiic) All Alterations shall, when completed, That such alterations will not be of such a character kind or extent as to not materially diminish (A) in any manner weaken the utility structure of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) after the then current Fair Market Value as determined by reference to alterations are completed or reduce the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as value of the scheduled building; That at the expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment term of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Sitethis Lease, other than Permitted Liens; provided, provided that the Lessee is not in default hereunder, the Lessee, at the option of the Lessor acting reasonably shall have remove all such alterations and improvements provided that in each instance such removal shall be attended to in a good and workmanlike manner and any damage to the right demised premises occasioned thereby shall be promptly repaired by the Lessee at its own expense. Should the Lessee not repair any removal of alterations or improvements, the Landlord may effect such repairs and charge to engage the Tenant any and all costs incurred by the Landlord in Permitted Contests doing so. This requirement shall not include those initial alterations and improvements made to the two storey office portion of the building on both the first and second floors designated F to K and 1X to 4X in accordance with Section 9.5drawing number A2 project A-85-140F prepared by Deacon Xxxxxx Xxxxxx and Xxxxxx dated February 14, 1989. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeTenant shall not have the right to execute any changes, at the Lessee’s own cost and expense, (i) shall make alterations, renovationsadditions, repairserections, improvements leasehold improvements, repairs and additions installations to the Leased Property Premises (hereinafter the "Work"), unless it has obtained Landlord's prior written consent, which will not be unreasonably withheld or any part thereof and substitutions and replacements therefor (collectivelydelayed. In the event Landlord consents to such Work, “Alterations”) which are (A) necessary then Tenant undertakes to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation conform to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Siteconditions stipulated hereunder. (i) No Alterations All Work shall be undertaken until the Lessee shall have procured carried out with reasonable dispatch and paid forin a good workmanlike manner and in compliance with all applicable permits, so far as the same may be required from time to timeauthorizations, building and zoning by-laws and with all permits regulations and authorizations relating to such Alterations requirements of all municipal and other Authorities competent authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.Leased Premises; (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Property shall at all times be free of Liens all pledges, registered privileges and any other encumbrances; (iii) If the cost of any Work shall be in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, [ILLEGIBLE] covering all persons employed in connection with the Work and shall produce evidence of such insurance to Landlord and Tenant shall also maintain such general liability insurance for labor the protection of Landlord and materials supplied or claimed to have been supplied to Tenant upon the Improvements or terms Landlord may reasonably require, as well as contractor's protective liability insurance. Tenant shall further comply with all of the Site, other than Permitted Liens; provided, that stipulations of the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5.Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Alterations must Tenant shall promptly pay for all materials supplied and work done in respect of the Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be located solely due into court or directly to any such privilege claimant and the amount so paid and all expenses of the Landlord including any judicial and extrajudicial costs and attorney's fees incurred by the Landlord shall be paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and understood that no Work by or on behalf of Tenant shall be permitted which, in Landlord's reasonable judgement, may weaken or endanger the Sitestructure or adversely affect the condition or operation of the Leased Premises and/or the Property or diminish the value thereof or restrict or reduce Landlord's coverage for insurance purposes.

Improvements and Alterations. (a) The Lessee, at the LesseeLandlord’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site sole construction obligation under this Lease is set forth in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b19(aa) of this Section 9.2Lease. (b) The making Tenant shall make no alterations, additions or improvements (“Alterations”) on or behalf of Tenant to the Premises or the Project without obtaining Landlord’s prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior written consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations promulgated in accordance with Section 19(t), install cosmetic, non-structural alterations to the interior of the Premises costing $50,000.00 or less in any calendar year, provided the same do not affect the Building systems, including, without limitation, the mechanical, electrical, plumbing, HVAC or life-safety systems of the Building. Tenant shall make no Alterations to the Premises, including, without limitation any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No which will adversely impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (ii) which will adversely impact the structure of the Building, or (iii) which are visible from the exterior of the Premises (subject to Addendum Four, excluding Tenant’s generators), or (iv) which will result in the penetration or puncturing of the roof, without first obtaining Landlord’s prior written consent or approval to such Alterations (which consent or approval shall be in the Landlord’s reasonable discretion and shall not be unreasonably delayed. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in compliance its reasonable discretion, to instruct Tenant to remove those improvements or Alterations from the Premises (but not the Tenant Improvements which were approved by Landlord as set forth in all material respects with all Applicable Laws then the Final Plans) which (i) were not approved in effect and advance by Landlord, (ii) were not built in conformance with the Insurance Requirements. plans and specifications approved by Landlord, or (iii) All Landlord specified during its review of plans and specifications for Alterations shallwould need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, when completedthen Tenant shall not be obligated to remove such Alterations at the expiration of this Lease, be unless Landlord specified to Tenant at the time of such a character as approval that Tenant would be required to not materially diminish (A) remove such Alterations upon the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall not be entitled to any compensation, reimbursement or other payment at the termination of the Lease or otherwise for any Alterations to the Premises. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all such contractors and subcontractors. Notwithstanding anything herein to the contrary, in no event shall Tenant be required to remove any of the initial Tenant Improvements constructed in the Premises in accordance with Exhibit B hereto. (ivc) The Lessee Tenant shall have made adequate arrangements for payment keep the Premises, the Building and the Project free from any and all liens arising out of the cost construction of all Alterations when due so the Tenant Improvements, any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the Improvements imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and the Site shall at all times be free of Liens for labor and materials supplied or claimed issued by a surety acceptable to have been supplied to the Improvements or the SiteLandlord, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeDuring the Term of this Lease and following completion of Tenant's Work, Tenant, at the Lessee’s its own cost and expense, (i) shall may make non-structural alterations, renovationsadditions and improvements (including, repairswithout limitation, improvements interior painting and additions decorating) to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) interior of the Premises which are necessary or appropriate for the conduct of Tenant's business with Landlord's prior written consent and in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to, and approved in writing by, Landlord and with a contractor approved by Landlord. Landlord's consent to such alterations and approval of Tenant's contractor shall not be unreasonably withheld or delayed. During the Term of this Lease, Tenant, at Tenant's own expense, may alter the existing curtain wall on any of the facades of the Premises to install louvers for additional outside air and/or exhaust air, at Tenant's option, but subject to Landlord's prior written consent (Asuch consent not to be unreasonably withheld) necessary and in accordance with detailed working drawings and specifications which have been submitted in advance to repair and approved in writing by Landlord. Tenant shall pay all costs of preparing plans, drawings and specifications. Such alterations, additions and improvements (specifically excluding movable personal property installed by Tenant) are hereinafter collectively called the "Improvements". All the Improvements, whether placed in or maintain attached to or made part of the Premises prior to or during the Term of this Lease, shall become and be Landlord's property and, unless Landlord otherwise elects, shall be and remain part of the Premises as of the expiration or earlier termination of the Lease. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to require Tenant to remove any or all of its Improvements upon the expiration or earlier termination of this Lease. Construction of the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured performed diligently and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and shall be expeditiously completed in compliance in all material respects with all Applicable Laws then laws, ordinances, orders, rules, regulations and requirements. All work done in effect and connection with the Insurance RequirementsImprovements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, at its expense, shall procure all permits and licenses required by any governing authority having jurisdiction over the Premises and the business to be conducted in the Premises. Tenant shall promptly pay all costs and expenses of the Improvements and shall furnish indemnification bonds against performance, liens, costs, damages and expenses in forms and amounts reasonably satisfactory to Landlord, in connection with all alterations and Improvements. At the expiration or earlier termination of this Lease, Tenant shall remove all of this personal property other than the Improvements, and, at the option of Landlord, Tenant shall remove any or all of the Improvements. If Landlord elects to have Tenant remove the Improvements, Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors provided that Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall maintain the Improvements in a first class manner during the Term -of the Lease, as extended, and shall be responsible for any and all damages to the Premises, the fixtures, appurtenances and equipment of Landlord or the Building caused by the installation, malfunction or removal of the Improvements or Tenant's Property as defined in Section 9 below. (iiib) In order to protect the historical and architectural integrity and appearance of the Building, Tenant shall not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph or as approved in the Plans and Specifications. All Alterations shallsigns or lettering, when completedif any, visible from the exterior of the Building or from the lobby, public corridors or in any other common area or public place must be submitted by Tenant to Landlord for prior written approval of the size, color, design, and location of such a character as signs or lettering before installation. Tenant may hang its own window blinds or curtains in the Premises subject to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermLandlord's prior written approval. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeTenant will not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Akzo Nobel's written approval which approval shall not be unreasonably withheld. Any alterations, additions or improvements to the Premises consented to by Akzo Nobel shall be made by Tenant at the Lessee’s own Tenant's sole cost and expense, and any contractor or other person selected by Tenant to make the same shall be subject to Akzo Nobel's prior written approval which approval shall not be unreasonably withheld. At Akzo Nobel's option, all alterations, additions, fixtures and improvements (exclusive of Tenant's office furniture, business machinery, and trade fixtures), whether temporary or permanent in character, made in or upon the Premises either by Tenant, or by Akzo Nobel on behalf of Tenant, shall immediately become Akzo Nobel's property and, at the end of the Term hereof, shall remain on the Premises without compensation to Tenant. Akzo Nobel upon written notice to Tenant at the expiration or other termination of this Lease shall have the option to require Tenant to remove any additions, improvements, alterations, fixtures and/or installations made by Tenant, or by Akzo Nobel on behalf of Tenant, at Tenant's sole cost and expense and shall restore the Premises to their original condition as delivered to Tenant by Akzo Nobel at the commencement of the Lease, ordinary wear and tear, damage thereto by fire, earthquake, Act of God excepted. If Tenant should fail to restore the Premises to their original condition after notice from Akzo Nobel, then Akzo Nobel may, at Akzo Nobel's option, restore the Premises to their original condition and Tenant shall promptly reimburse Akzo Nobel for the cost of such work. Tenant may remove any of Tenant's office furniture, business machinery, or trade fixtures from the Premises which can be removed without damage to the Premises. Tenant shall promptly repair, at Tenant's expense, any damage to the Premises caused by the removal of such office furniture, business machinery, or trade fixtures. Notwithstanding anything to the contrary above (i) shall make alterations, renovations, repairs, improvements and additions Tenant will not be required or permitted to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, remove Landlord's Work and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant if Tenant seeks to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation improvements to the Premises, Akzo Nobel must advise Tenant at the time it approves Tenant's plans, whether Akzo Nobel will require the improvements to be removed at the end of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the SiteLease. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeExcept as otherwise provided in this Lease, Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Landlord Work Letter attached hereto as Exhibit B-1. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent, except that no consent is required for any interior, non-structural Alteration(s) that costs less than $50,000, that does not affect Building systems and does not require issuance of any governmental permit. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to proposed Alterations requiring Landlord's consent, that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall cause, at the Lessee’s own its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations, except as otherwise expressly provided for herein. Except as otherwise provided for herein, all Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval in accordance with the terms of this subsection (b). If Landlord fails to respond to Tenant's request for approval of the plans and specifications within ten (10) business days following (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIITenant's written request therefor, and (ii) so long Landlord's receipt of Tenant's plans and specifications for any Alterations, then Tenant shall provide Landlord written notice of such failure. Landlord’s time period to respond with regard to any revisions to such plans and specifications shall be reduced to five (5) business day, unless Landlord requires that such plans be reviewed by a third party (e.g., the Building engineer), in which event such review period shall remain ten (10) business days. In no event will Landlord's failure to respond to Tenant's request for approval be deemed to approve any Alterations. Landlord does not require Tenant to use union labor. Landlord may monitor construction of the Alterations. Landlord is not obligated to monitor such construction, but may for its own benefit. There shall be no fee, mxxx-up, or any other charges by Landlord, direct or indirect, in connection with the Tenant Finish Work or Alterations during the Lease Term, except that, with respect to Alterations, Tenant shall reimburse Landlord for its actual and reasonable third (3rd) party out-of-pocket costs incurred by Landlord in connection with its review of Tenant’s plans and specifications. Tenant has no obligation to utilize Landlord for construction management services nor any obligation to pay a fee to Landlord for construction management services throughout the Lease Term provided Tenant holds the construction contract and performs the Tenant Finish Work and Alterations in accordance with Landlord’s rules and regulations. Tenant shall not be responsible for any additional Building charges including but not limited to, freight elevator usage during normal Building hours, operator’s cost unless coordination is needed, loading dock fees during the Building’s normal dock operating hours, security guard charges unless needed, utility charges or any tap-in charges for connecting supplemental air conditioning or sprinklers that are required during construction of the Premises, in connection with Tenant’s construction or move-in, or in connection with the construction of Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) were specified in writing for removal by Landlord at the time of its approval. In addition, Landlord will not obligate Tenant to remove its phone or data cabling. Unless communicated in writing by Landlord at time of its approval, Tenant shall not be required to remove special-use improvements in the Premises, which include without limitation, any supplemental HVAC units exclusively serving the Premises, UPS systems, and generators. Alterations not required to be removed will, at expiration of this Lease, become the property of Landlord. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as no Material Default of the Commencement Date, reasonable wear and tear and damages caused by casualty, condemnation or Event Landlord or its employees’, agents’, or contractors’ gross negligence or willful misconduct excepted. Tenant shall provide Landlord with the identities and mailing addresses of Default has occurred all persons performing work or supplying materials, prior to beginning such construction, and is continuingLandlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, may undertake Alterations Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Leased Property so long Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable, out-of-pocket costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection the Landlord’s master Building drawings, within ten (b10) business days after Tenant’s receipt of this Section 9.2invoices either from Landlord or such consultants. (bc) The making Tenant shall keep the Premises, the Building and the Property free from any and all liens arising out of any Alterations pursuant Alterations, work performed, materials furnished, or obligations incurred by or for Tenant, except to subsection the extent that such work was performed or materials furnished on Landlord’s or Landlord’s employees, contractors or agents behalf. In the event that Tenant shall not, within twenty (a)(i20) above of this Section 9.2 must be in compliance with days following the following requirements: The Lessee shall not make any Alterations in violation of the terms imposition of any restrictionsuch lien, easementcause the same to be released of record by payment or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall reasonably deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever together with all of Landlord’s out-of-pocket costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided that, however, such joinder shall not constitute herein or be deemed to constitute, any assumption or responsibility or liability whatsoeverby law. (iid) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance RequirementsNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING OR THE PROPERTY. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site A. Except as otherwise provided in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) 8 of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Lease, CAC shall not make any Alterations in violation alterations to the building and improvements on the Premises. Approval of the terms of any restriction, easement, condition, covenant repairs or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same replacements described in Article 8 may be required from time conditioned upon the receipt by CITY of a set of plans and specifications for the alterations no later than 30 days prior to timethe scheduled construction of the alterations. CAC will indemnify, defend and hold harmless CITY for all permits liens, claims, or damages caused by remodeling, improvements, additions, alterations, and authorizations relating major repairs. CITY agrees, when requested by CAC, to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document applications, consents, or other instruments required to permit CAC to do this work or to obtain permits for the work; provided, that CITY retains all rights in connection therewith, whenever its governmental capacity to review and approve or deny or conditionally approve such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoeverpermits. (ii) The Alterations B. All alterations and improvements made to the Premises shall become the property of CITY and shall remain on and be surrendered with the Premises at the expiration or sooner termination of this Lease, including any renewals or extensions. C. At least 10 days before any construction commences or materials are delivered for any repairs, replacements, alterations or improvements CAC is making to the Premises, CAC shall give written notice to CITY as to when the construction is to commence or the materials are to be delivered. CITY shall then have the right to protect CITY and CITY’s interest in making the repairs, replacements, alterations or improvements; provided, that it shall be completed in a good CAC’s duty to keep the Premises free and workmanlike manner clear of all liens, claims, and in compliance in all material respects with all Applicable Laws then in effect and with demands for work performed, materials furnished, or operations conducted on the Insurance RequirementsPremises at the request of CAC. (iii) All Alterations shallD. CAC will not at any time permit any mechanics’, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisallaborers', or (C) material men’s liens to stand against the Fair Market Value as determined by reference Premises for any labor or material furnished to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied CAC or claimed to have been supplied furnished to CAC or CAC’s agents, contractors, or sub-contractors, in connection with work of any character performed or claimed to have been performed on the Improvements Premises by or at the Site, other than Permitted Liensdirection or sufferance of CAC; provided, that the Lessee CAC shall have the right to engage in Permitted Contests in accordance contest the validity or amount of any lien or claimed lien, upon giving to CITY a letter executed by CAC assuring the lien or claimed lien will be paid, when and to the extent that the lien is finally determined to be valid and owing. CAC’s right, however, to contest any lien shall not extend beyond the point where CITY's title to the Premises could be lost. On final determination of the lien or claim of lien, CAC will immediately pay any final judgment rendered, with Section 9.5all property costs and charges, and shall have the lien released or judgment satisfied at CAC’s own expense. If CAC fails to pay the judgment promptly or otherwise fails to prevent any sale, foreclosure, or forfeiture of the Premises because of a lien, then CITY shall have the right, upon five-days’ written notice to CAC, to pay or prevent that action, and the amount paid by CITY shall be immediately due and payable to CITY. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall not make or allow to be made (aexcept as otherwise provided in this Lease or in the Work Letter Agreement) The Lesseeany improvements, alterations or physical additions in or to the Premises or the Building ("Alterations") without first obtaining the prior written consent of Landlord, including Landlord written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto; provided, however, Tenant may make non-structural Alterations to the Premises without Landlord's consent unless such Alteration involves the HVAC system, the electrical system or the telephone and telecommunication systems in the Building (except that Landlord's consent shall not be required for minor adjustments or additions to such systems which do not increase capacity or decrease efficiency or cause an increase in our insurance rates or our liability under the National Electric Code), or is for Alterations costing in excess of $10,000.00 in the aggregate. Landlord agrees to notify Tenant of its approval or disapproval of such plans for Alterations within ten (10) business days of receipt of Tenant's plans. Any disapproval notice shall include Landlord's suggestions for changes to such plans. Approval by Landlord of any of Tenant's drawings, plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Building which require Landlord's consent shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or condition, but such approval shall merely be the consent of Landlord as required hereunder. Except as otherwise expressly provided in the Work Letter Agreement, any and all furnishing, equipping and improving of, or other Alteration and addition to the Premises and/or the Building shall be: (i) made at the Lessee’s own Tenant's sole risk, cost and expense; (ii) performed in a prompt, good and workman-like manner using materials of similar quality to materixxx xxxd in the Tenant Finish or otherwise existing in the Building; (iiii) shall make alterationsconstructed in accordance with all plans and specifications approved in writing by Landlord, renovationsif required, repairs, improvements and additions prior to the Leased Property commencement of any such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the performance of Landlord's obligations under this Lease or any mortgage or ground lease covering or affecting all or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain of the Improvements Building or the Site Land and any work being done by contractors engaged by Landlord with respect to or in connection with the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, Building; and (iiv) so long as no Material Default performed by contractors approved in writing by Landlord. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or Event of Default has occurred additions and is continuing, Landlord may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws inspect same for workmanship and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following approved plans and specifications, if any. With respect to any Alteration which requires Landlord's consent hereunder, Tenant and its contractor shall comply with all reasonable requirements Landlord may impose on Tenant or its contractor with respect to such work (including, but not limited to, insurance, indemnity and bonding requirements: The Lessee ), and shall deliver to Landlord a complete copy of the "As-Built" or final plans and specifications for all Alterations or physical additions so made in or to the Premises and/or the Building within sixty (60) days after completing the work. Tenant shall not make any Alterations in violation place safes, vaults, filing cabinets and systems, libraries or other excessively heavy furniture or equipment on the second floor of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the SiteBuilding without Landlord's prior written consent. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. 7.1 Initial improvements to the Premises (a) The Lesseeincluding, at without limitation, the Lessee’s own cost and expense, (iATM) shall be governed by the provisions of Exhibit “C” attached hereto and hereby made a part hereof (the “Work Agreement”) and the other provisions of this Lease not in conflict therewith. 7.2 After completion of the initial improvements to the Premises referred to in Section 7.1 above, Tenant shall not, without the prior written consent of Landlord, not to be unreasonably withheld, make or permit to be made any alterations, renovationsadditions or improvements in, repairs, improvements and additions on or to the Leased Property Premises or the Project or any part thereof and substitutions and replacements therefor thereof, except for interior, nonstructural alterations to the Premises not exceeding Ten Thousand Dollars (collectively$10,000) in cumulative costs per job (inclusive of all costs for work being performed by various contractors at or about the same time). Notwithstanding any contrary provision herein, “Alterations”) Tenant shall not, in any event, make any alterations, additions or improvements which affect structural portions, mechanical, electrical, plumbing or fire sprinkler systems of the Building or which are (A) necessary to repair visible from the exterior of the Premises or maintain the Improvements which interfere with or the Site disrupt other tenants in the condition required Building or with any work then being carried out therein by Section 9.1 Landlord or (B) necessary its contractors. Any alterations, additions or advisable to restore the Improvements improvements desired by Tenant shall be made at Tenant’s sole cost and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be expense in compliance with the following requirements: The Lessee shall not Section 9 below and in accordance with plans and specifications, and pursuant to governmental permits, reasonably approved in advance by Landlord. Any contractor selected by Tenant to make any Alterations same must be bondable and licensed and be reasonably approved in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title advance by Landlord and must provide insurance coverage acceptable to or binding on the Improvements or the Site. (i) No Alterations Landlord. Such work shall be undertaken until performed by union labor if required by applicable laws. At Landlord’s option, any alterations, additions or improvements desired by Tenant which Landlord has consented to shall be made by Landlord (or its contractors) for Tenant’s account, and Tenant shall pay the Lessee shall have procured and paid for, so far as the same may be required from time cost thereof to time, all permits and authorizations relating Landlord prior to Landlord’s contracting for such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisablework; provided thatprovided, however, such joinder that the bid obtained by Landlord shall not constitute exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, theretofore obtained by Tenant and communicated to Landlord. Upon completion of any alterations, additions or improvements, Tenant shall furnish to Landlord a set of “as built” plans and specifications therefor, and, within ten (10) days after such completion, Tenant shall cause an appropriate notice of completion to be deemed duly recorded. Tenant shall cause all such alterations, additions and improvements to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good good, workmanlike, diligent, prompt and workmanlike expeditious manner and in compliance in all material respects with all Applicable Laws then in effect applicable laws. Landlord’s approval of Tenant’s plans and with the Insurance Requirements. (iii) All Alterations shall, when completed, be specifications shall not constitute a representation or warranty of such a character Landlord as to not materially diminish the adequacy thereof or compliance thereof with applicable laws. Tenant shall pay to Landlord, in addition to reasonable out-of-pocket costs incurred by Landlord, a fee equal to the greater of $250 or ten percent (A10%) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as total cost of the scheduled expiration date subject work for reviewing Tenant’s plans and specifications and Landlord’s coordination, scheduling and review of the Lease Term. (iv) The Lessee shall have made adequate arrangements subject work, regardless of whether Landlord or Tenant contracts for payment such work, and supervision and coordination by Landlord of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed Tenant’s contractors, not to have been supplied to the Improvements or the Site, other than Permitted Liensexceed $2,500 per week while work being performed is supervised by Landlord; provided, that the Lessee such supervision fee shall have the right be waived if Tenant uses Landlord’s then designated general contractor(s). Tenant shall not be obligated to engage in Permitted Contests in accordance with Section 9.5use union labor (other than Air-Tec, Landlord’s HVAC contractor) for alterations costing less than $1,000,000.00. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeWithout the prior written consent of Landlord, at the Lessee’s own cost and expense, (i) Tenant shall not make or permit to be made any alterations, renovationsadditions or improvements in, repairs, improvements and additions on or to the Leased Property Premises or the Project or any part thereof and substitutions and replacements therefor thereof. Tenant shall provide Landlord with at least ten (collectively10) days prior notice of commencement of alterations, “Alterations”) additions or improvements so that Landlord can post notices of nonresponsibility. Notwithstanding any contrary provisions herein, Tenant shall not, in any event, make any alterations, additional or improvements which affect structural portions of the Building or Building systems or which are (A) necessary to repair visible from the exterior of the Premises or maintain the Improvements which interfere with or the Site disrupt other tenants in the condition required Building or with any work then being carried out therein by Section 9.1 Landlord or (B) necessary its contractors. Any alterations, additions or advisable to restore the Improvements improvements desired by Tenant shall be made at Tenant's sole cost and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be expense in compliance with the following requirements: The Lessee shall not Section 10 below and in accordance with plans and specifications, and pursuant to governmental permits, approved in advance by Landlord. Any contractor selected by Tenant to make same must be bondable and licensed and be approved in advance by Landlord and must provide insurance coverage acceptable to Landlord (including, without limitation, a lien-free completion bond). At Landlord's option, any Alterations in violation of the terms of any restrictionalterations, easement, condition, covenant additions or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations improvements desired by Tenant shall be undertaken until made by Landlord (or its contractors) for Tenant's account, and Tenant shall pay the Lessee shall have procured and paid for, so far as the same may be required from time cost thereof to time, all permits and authorizations relating Landlord prior to Landlord's contracting for such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisablework; provided thatprovided, however, that the bid obtained by Landlord shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, theretofore obtained by Tenant and communicated to Landlord. Upon completion of any alterations, additions or improvements, Tenant shall furnish to Landlord a set of "as built" plans and specifications therefor, and, within ten (10) days after completion, Tenant shall cause an appropriate notice of completion to be recorded in the Official Records of Orange County, California. Tenant shall cause all such joinder alterations, additions or improvements to be completed in good, workmanlike, diligent, prompt and expeditious manner in compliance with all applicable laws. Landlord's approval of Tenant's plans and specifications shall not constitute a representation or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be warranty of such a character Landlord as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and adequacy thereof or compliance thereof with applicable laws. With respect to any uses ancillary theretoalterations, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of conditions and/or improvements the cost of all Alterations when due so that which exceeds Fifty Thousand Dollars ($50,000) in the Improvements aggregate, Tenant shall pay to Landlord a fee equal to five percent (5%) of the total cost of the subject work in excess of Fifty Thousand Dollars ($50,000) for reviewing Tenant's plans and specifications and Landlord's coordination, scheduling and review of the Site shall at all times be free subject work, regardless of Liens whether Landlord or Tenant contracts for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5such work. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeSimultaneously with the execution of this Lease, at Landlord has conveyed the Lessee’s own cost and expenseImprovements to Tenant by separate instrument, including the existing building located thereon (i) shall the "Building"). Tenant agrees that Tenant will not make alterations, renovations, repairs, improvements and additions any structural or exterior changes to the Leased Property Building without first obtaining Landlord's written consent in accordance with the provisions of subparagraph (b) herein. In the event Tenant desires to make structural or any part thereof exterior changes or modifications to the Building, Tenant shall submit to Landlord plans and substitutions specifications for such changes, including front, rear and replacements therefor side elevations (collectively, “Alterations”) which are (A) necessary the "Plans"), said Plans to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements be submitted and the Site to its condition existing authorization obtained prior to a Casualty any structural or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations exterior work being performed. The Improvements on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws Premises and are consistent any additions thereto made during the term of the Lease or any extension thereof, shall remain the property of the Tenant until the expiration or termination of the Lease and comply with Section 9.1 Tenant shall have the right to remove any of Tenant's personal property, trade fixtures or furnishings, and subsection (b) exterior signage at any time during the term of this Section 9.2Lease or at its expiration or other termination, subject to the terms and conditions of the Lease. Tenant may, without Landlord's consent, obtain financing for such improvements and insure its interest in same. Landlord does not agree to subordinate any of Landlord's rights to any financing institution of Tenant. (b) The making Landlord agrees that the consent required by subparagraph (a) above will not be unreasonably withheld or delayed. Unless within thirty (30) days from receipt by Landlord of any Alterations pursuant to subsection (a)(i) above Plans submitted by Tenant, Landlord has furnished Tenant written approval or disapproval of this Section 9.2 must same, said Plans shall be in compliance with deemed approved. Should Landlord disapprove said Plans or any part thereof, Landlord shall specifically set forth the following requirements: The Lessee shall not make any Alterations in violation reason forming the basis of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Sitesuch disapproval. (ic) No Alterations In no event shall be undertaken until exterior changes to the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or Building be deemed to constitutemean or include signs, logos or similar identifying structures and symbols, or decorative improvements. A structural change shall mean any assumption enlargement in or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility reduction of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as size of the scheduled expiration date of Building or any modification to or in the Lease Termroof or load bearing walls which affects the structural integrity thereof. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make or allow any Alterations ----------------------------- alterations, additions or improvements to the Premises without first obtaining the written consent of Landlord. Any alterations, additions, or improvements made to the Premises at the expense of Tenant, including but not limited to, wall covering, carpeting or other floor covering, paneling and built-in violation cabinets shall be deemed a part of the terms real estate and the property of Landlord and shall be surrendered with the Premises unless Landlord, by notice given to Tenant no later than thirty (30) days prior to the end of the Term, shall elect to have Tenant remove such alterations, additions, or improvements. Tenant shall thereupon accomplish such removal at its sole cost and repair any restriction, easement, condition, covenant or other similar matter affecting title damage to or binding on the Improvements Premises or the Site. (i) No Alterations Building of which the Premises may be a part caused by such removal. In the event that Landlord consents in writing to any alterations, additions, or improvements to the Premises by Tenant, they shall be undertaken until made at the Lessee sole cost of Tenant by licensed contractors or workmen approved by Landlord. Tenant shall have procured secure all appropriate governmental approvals and paid for, so far as the same may be required from time to time, all permits and authorizations relating to shall complete such Alterations of all municipal and other Authorities having jurisdiction over the Improvements alterations with due diligence. Any consent or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder approval given by Landlord hereunder shall not constitute give rise to rights to third parties to file mechanic's or be deemed materialman's liens, nor waive Landlord's prohibition against such liens, nor -4- GROSS LEASE (NEW JERSEY) in any manner abrogate that Section of this Lease requiring Tenant to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be keep Premises free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5liens. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall not make or allow to be ---------------------------- made (aexcept as otherwise provided in this Lease) The Lesseeany improvements, alterations or physical additions (including fixtures) in or to the Premises or the Project in excess of $50,000 for any one alteration, addition or improvement or which affect any structural or building system components of the Premises or Project (mechanical, electrical or plumbing) or which under applicable laws require a building, electrical, plumbing or other permit, without first obtaining the written consent of Landlord, including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto except as set forth in Exhibit E. Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Except as otherwise expressly provided in Exhibit E attached hereto, any and all furnishing, equipping and improving of or --------- other alteration and addition to the Premises shall be: (i) made at the Lessee’s own cost Tenant's sole cost, risk and expense, (i) shall make and in the case of alterations, renovationsimprovements or additions requiring a permit by Tenant and if it is necessary for Landlord to employ a third party consultant to review Tenant's plans and specifications, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site then Tenant shall reimburse Landlord for Landlord's actual reasonable costs incurred in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and connection with such consultant; (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed performed in a prompt, good and workmanlike manner with labor and in compliance in all material respects with all Applicable Laws then in effect and with materials of such quality as the Insurance Requirements. initial tenant improvements; (iii) All Alterations shallconstructed in accordance with all plans and specifications approved in writing by Landlord, when completedwhich approval shall not be unreasonably withheld, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretodelayed, (B) the then current Fair Market Value as determined by reference or conditioned prior to the Appraisal, or commencement of any such work only if such work is in excess of $50,000 (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. described hereinabove); (iv) The Lessee shall have made adequate arrangements for payment prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the cost of all Alterations when due so that the Improvements Building; and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must performed by contractors approved in writing by Landlord which approval shall not be located solely unreasonable withheld, delayed or conditioned. Landlord and Tenant will mutually agree to a list of contractors or subcontractors who may be employed by Tenant for any such work at the time the proposed work is to be completed. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements) only if modification is in excess of $50,000, and shall deliver to Landlord a complete copy of the Site"as-built" or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises after the initial occupancy of the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld, delayed or conditioned.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make any Alterations in violation alterations or repairs to the Leased Premises, or any other part of the Building, or wires, pipes or other services to be run into the Building without first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any amounts owing under the terms of any restrictionthis Article shall be payable on demand as additional rent. However in the event that the Landlord shall grant permission to the Tenant to execute the said work for its own account (which permission shall be reasonably determined by the Landlord), easement, condition, covenant or other similar matter affecting title then the said work shall be subject to or binding on the Improvements or the Site.following conditions: (i) No Alterations Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within fifteen (15) days after receipt of the same. If such plans and specifications are approved, all work shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join carried out in the application for any such permit or authorization and execute and deliver any document in connection compliance therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations value of the Leased Premises shall not, as a result of any work proposed to be carried out by Tenant, be less than the value of the Leased Premises before the commencement of such work and Landlord shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirementssole judge of such value. (iii) All Alterations shallwork shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office authorizations and building and any uses ancillary thereto, (B) zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermLeased Premises. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements Leased Premises and the Site Building shall at all times be free of Liens for labor all legal hypothecs (construction) and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5any charges whatsoever. (v) The Alterations must If the cost of any work shall be located solely on in excess of Five thousand dollars ($5,000.00) as reasonably estimated by Tenant, Landlord may require Tenant to furnish security satisfactory to Landlord guaranteeing the Sitecompletion of the work and the payment of the cost thereof free and clear of all privileges and charges of any nature whatsoever. (vi) Tenant shall maintain Workmen’s Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may require. All work whether executed by the Landlord or the Tenant, whether structural or not, when completed, shall be comprised in, and form part of the Leased Premises and shall be subject to all the provisions of this Lease and Tenant shall not have any right to claim compensation therefore. At the expiration of this Lease, Tenant shall be required to repair any damage to the Leased Premises caused by removing any of its personal property, reasonable wear and tear and casualty damage excepted.

Improvements and Alterations. (a) The 1. Lessee shall not construct any new permanent subsurface or surface buildings, structures or other improvements unless Lessee has obtained prior written permission of the Conomo Point Commissioners, which may be withheld in the Conomo Point Commissioners’ sole and absolute discretion. Any newly constructed permanent buildings, structures or improvements shall be constructed at Lessee’s expense, and all such newly constructed buildings, structures or improvements shall become the exclusive property of the Lessor at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event expiration of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) termination of this Section 9.2Bridge Lease. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The 2. Lessee shall not make any Alterations in violation permanent alterations to the buildings, structures and improvements existing prior to the date of execution of this Bridge Lease unless Lessee has obtained prior written permission of the terms of any restrictionConomo Point Commissioners, easement, condition, covenant or other similar matter affecting title to or binding on which permission may be withheld in the Improvements or the Site. (i) No Alterations Conomo Point Commissioners’ sole and absolute discretion. All such alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in and the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder granting of permission shall not constitute be construed as a statement by the Town that the Lessee is the owner of the altered building, structure or be deemed improvement. All such structural alterations shall merge with said buildings, structures and improvements and shall belong to constitutethe party who owned such buildings, any assumption or responsibility or liability whatsoeverstructures and improvements prior to the execution of this Bridge Lease. (ii) The Alterations 3. Lessee shall procure all necessary permits before undertaking any work on the Premises, and shall cause all such work to be completed performed in a good and first-class workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and accordance with the Insurance Requirements. (iii) All Alterations shallrequirements of insurers, when completedemploying new materials of prime quality and shall defend, be of hold harmless, exonerate and indemnify Lessor from all injury, loss or damage to any person or property occasioned by such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The work. Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied comply with, to the Improvements or extent the Sitesame are applicable, other than Permitted Liens; provided, that plans and specifications (which shall be prepared by and at the expense of Lessee and approved by Lessor prior to beginning any work). Lessee agrees to employ responsible contractors for such work and shall have the right cause such contractors to engage in Permitted Contests carry workers' compensation insurance in accordance with Section 9.5statutory requirements and comprehensive public liability insurance and automobile liability insurance covering such contractors on or about the Premises in amounts reasonably acceptable to Lessor and agrees to submit certificates evidencing such coverage to Lessor prior to the commencement of and during the continuance of such work. (v) The Alterations must 4. Any improvements or alterations to the Premises undertaken without the express written consent of the Conomo Point Commissioners shall be located solely on considered an act of default by the SiteLessee subject to the remedies set forth in Article XI hereof.

Improvements and Alterations. (a) The LesseeLandlord covenants that it shall deliver sole and vacant possession of the Property to Tenant, free and clear of all tenancies and parties in possession within ten (10) days after Tenant notifies Landlord that all conditions precedent of this Lease have been satisfied. In the event Landlord fails to deliver vacant possession to Tenant on a timely basis, Tenant, at the Lessee’s own cost and expenseits option, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) may take such action as may be necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements obtain such vacant possession and the Site to its condition existing prior to a Casualty costs therefor shall be deducted from Tenant's Rent, or Condemnation to Tenant may terminate this Lease and thereafter the extent required pursuant to Article XIIIparties shall be released from further liability and this Lease shall be null, void and (ii) so long as of no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2effect. (b) The making After delivery of any Alterations pursuant Vacant Possession, Tenant shall be responsible, at Tenant's expense, for the renovation of the 3 story portion of the existing building and demolition and removal of the one story addition to subsection that building and/or other improvements on the Property (a)(iincluding pavement, if any) above of this Section 9.2 must be in accordance and in compliance with all local, state and federal building, demolition, environmental codes, laws and ordinances and the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restrictionsite plan approval by Landlord on , easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site2015. (ic) No Alterations shall be undertaken until From and after the Lessee shall have procured and paid forEffective Date, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right from time to engage in Permitted Contests time to construct a building and/or other improvements upon the Property and to alter, renovate, add, remodel, modify, or change the building and/or other improvements upon the Property as Tenant may deem desirable and in accordance with Section 9.5Landlords ordinances. Specifically, Tenant may only demolish the one-story building upon the Property. The three-story building shall not be demolished but will be substantially renovated and rehabbed in accordance with the rehabilitation standards for historic rehabilitation tax credits. The building and/or other improvements upon the Property shall be and remain the property of Tenant during the Term and any Extensions of the Lease. Tenant shall not remove the building or other improvements upon the Property and after the expiration of such period shall be deemed to be an abandonment thereof, whereby title shall become vested in the Landlord. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, except for latent defects, Hazardous Materials and work required to be done by Landlord and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably denied, conditioned or delayed. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building; provided that Landlord's consent and approval shall not be required with regard to interior and non-structural changes that do not materially affect the electrical, plumbing, HVAC, sprinkler or alarm systems of the Premises, such as the installation of unattached, moveable trade fixtures, which may be installed without drilling, cutting or otherwise defacing the Premises, and any furnishings, equipment, medical records, drugs, supplies, decorations and other similar personal property. Notwithstanding the foregoing to the contrary, Tenant shall not make (i) any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions to the Premises which (a) will adversely impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord’s prior written consent or approval to such Alterations (which consent or approval shall be in the Landlord’s sole and absolute discretion). Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all material respects with all Applicable Laws then advance by Landlord, (ii) were not built in effect and conformance with the Insurance Requirements. plans and specifications approved by Landlord, or (iii) All Landlord specified during its review of plans and specifications for Alterations shallwould need to be removed by Tenant upon the expiration or earlier termination of this Lease; provided, when completedhowever, that in no event shall Tenant be of such a character as required to not materially diminish (A) remove the utility of Tenant Improvements upon the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (ivc) The Lessee Tenant shall have made adequate arrangements for payment of keep the cost of all Alterations when due so that Premises, the Improvements Building and the Site Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall at all times not, within twenty (20) days following the imposition of any such lien, cause the same to be free released of Liens for labor record by payment or posting of a bond in a form and materials supplied or claimed issued by a surety acceptable to have been supplied to the Improvements or the SiteLandlord, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (vd) The Alterations must be located solely on the SiteNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) The LesseeAt the end of the term of this ------------ ---------------------------- Lease, Tenant shall remove its trade fixtures, equipment and other personal property, and Tenant shall have the right, provided it notifies Landlord of its intent to remove at the Lessee’s own cost time of approval or notice as provided herein, but not the obligation, to remove any of Tenant's Work, provided that Tenant repairs any damage from such removal and expense, (i) shall make alterations, renovations, repairs, improvements and additions returns the Premises to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the such condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations exists on the Leased Property so long as Commencement Date, reasonable wear and tear and damage by fire, other casualty and eminent domain excepted. In the case of damage or destruction of such Alterations comply in all material respects with Applicable Laws trade fixtures, equipment and are consistent other personal property and comply with Section 9.1 and subsection (b) Tenant's Work during the term of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restrictionLease, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage recover its loss from any insurance company with which it has insured the same, notwithstanding that any of such things might be considered part of the Premises at the end of the term. At the option of Landlord, which option Landlord may exercise only at the time Landlord approves any Plans and Specifications for any Tenant's Work or upon receipt of notice from Tenant for alterations and improvements which do not require Landlord's approval, Tenant shall remove any or all of Tenant's Work and alterations and improvements at the end of the term, but Landlord shall not require Tenant to remove any of Tenant's Work completed in Permitted Contests connection with the initial preparation of each area of the Premises for Tenant's use and occupancy. Landlord may not require removal of pipes, wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in accordance a safe and lawful manner flush with Section 9.5the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall be responsible for any damage to the Premises caused by the malfunction of its equipment or the removal of its property as aforesaid. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, Lessee shall have the right to make at the Lessee’s its own cost and expense, (i) shall make alterationssubject to the prior written consent of the Lessor, renovationswhose consent may not be unreasonably withheld, repairsadditions, improvements alterations and additions changes in and to the Leased Property Premises provided however, that no such work (except work which is minor or any part cosmetic in nature) shall be commenced except with the prior written consent of Lessor and except on compliance with the following conditions: a) Lessee shall furnish to Lessor plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and substitutions Lessor shall approve or reject such plans and replacements therefor specifications within thirty (collectively30) days after receipt of the same. If such plans and specifications are approved, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must work shall be carried out in compliance with the following requirements: same; b) The Lessee shall not make any Alterations in violation value of the terms Leased Premises shall not, as a result of any restrictionwork proposed to be carried out by Lessee, easement, condition, covenant or other similar matter affecting title to or binding on be less than the Improvements or value of the Site. (i) No Alterations Leased Premises before the commencement of such work and Lessor shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to sole judge of such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.value; (iic) The Alterations All work shall be completed carried out with reasonable dispatch and in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Insurance RequirementsLeased Premises; d) In all events, Lessee shall be required to use Lessor's mechanical, electrical and plumbing trades for Lessee's mechanical, electrical and plumbing requirements, which shall be coordinated by Lessor at Lessee's expense, provided that Lessor's trades shall at all times provide their services at prices competitive with independent quotes obtained by the Lessee, failing which, the Lessee shall be entitled to use the trades which it chooses, acting reasonably. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (ive) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Leased Premises shall at all times be free of Liens all conditional bills of sale, pledges, registered privileges, workmen's and suppliers' liens and other similar liens and charges. Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workmen's and suppliers' liens and other similar liens and charges, as well as for labor the replacement of the Leased Premises to their former state, as specified in clause 19 below; f) Lessee shall maintain Worker's Compensation insurance covering all persons employed in connection with the work and materials supplied shall produce evidence of such insurance to Lessor and shall also maintain such general liability insurance for the protection of Lessor and Lessee as Lessor may require acting reasonably; g) All work, when completed, shall be comprised in, and form part of the Leased Premises and shall be subject to all the provisions of this Lease and Lessee shall not have any right to claim compensation therefor and the same shall not be removed by Lessee on termination of this Lease, unless the Lessor requests that part or claimed to have been supplied to the Improvements or the Siteall of it be removed, other than Permitted Liens; provided, that in which case the Lessee shall comply and shall repair any damage related thereto or caused thereby. The foregoing obligation of the Lessee is limited to items which have been installed by the right to engage in Permitted Contests in accordance with Section 9.5Lessee. (vh) The Alterations must Should the Lessee, after having obtained written consent from the Lessor, effect changes in the partitions or otherwise modify the Leased Premises, and accordingly had to relocate or modify the heating and, if applicable, the air conditioning equipment, such changes and/or modifications would have to be located solely on effected at the Sitesole cost and risk of the Lessee.

Improvements and Alterations. (a) The LesseeExcept as otherwise expressly set forth in this Lease, at the Lessee’s own cost and expenseLandlord shall have no obligation, (i) shall make alterationsof any kind or nature, renovations, repairs, improvements and additions with regard to the Leased Property construction, improvement or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain alteration of the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2Premises. (b) The making of Tenant shall not, without Landlord’s prior written consent, make or allow any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with alterations, additions, or improvements in, on or about the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisablePremises; provided thatprovided, however, such joinder that Landlord’s consent shall not constitute or be deemed to constituteso required so long as: (a) the cost of the entire alteration (including, any assumption or responsibility or liability whatsoever. without limitation, design, labor and materials) is less than Twenty-Five Thousand Dollars (ii$25,000); (b) The Alterations Tenant provides Landlord with at least ten (10) days’ prior written notice thereof, which notice shall be accompanied by reasonably-detailed plans and specifications for all such work; (c) all work required in connection therewith is completed in accordance with all applicable laws and with as little disruption to other Tenants within the Building as is commercially reasonable; and (d) such alterations, additions or improvements do not affect the Building systems, the structural portions of the Building or the exterior appearance of the Building or any portion thereof. All alterations permitted to be made hereunder by Tenant shall be performed in a good and workmanlike workmanlike, lien free manner and in compliance accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Prior to the commencement of any such alterations, Tenant shall obtain, or cause to be obtained, builder’s risk insurance and shall obtain public liability and worker’s compensation insurance to cover Tenant and every contractor to be employed by Tenant, and shall deliver copies of all such policies or certificates of such insurance to Landlord for written approval (which approval shall not be unreasonably withheld, conditioned, or delayed and shall be provided or denied within ten (10) days or else it shall be deemed to be approved). In the event that any mechanic’s lien is filed against the Premises or Building as a result of any such alterations or any other work or act of Tenant or its agents, Tenant, at its expense, shall discharge or bond off the same within thirty (30) days from the filing thereof. If Tenant fails to discharge or bond off said mechanic’s lien within the time provided, Landlord may, upon written notice to Tenant, bond or pay without inquiring into the validity of the merits of said lien and all sums so advanced shall be paid by Tenant on demand as Additional Rent in all material respects accordance with all Applicable Laws then Article 10 below. Any contractor or person making any alterations on behalf of Tenant must first be approved in effect and with the Insurance Requirementswriting by Landlord, which approval shall not be unreasonably withheld. (iiic) All Alterations shallSubject to Landlord’s right to require removal or to elect ownership as herein provided, when completed, all alterations made by Tenant to the Premises shall be of such considered to be a character as to not materially diminish (A) the utility part of the Improvements as a corporate office complex including a corporate office building Premises. Alterations shall not include Tenant’s personal property and any uses ancillary theretotrade fixtures, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage remove its personal property and trade fixtures provided that Tenant repairs all damage caused by their removal. Unless Landlord gives Tenant written notice of its election to require Tenant to remove such alterations no later than thirty (30) days after Landlord’s approval of such alterations, all alterations shall become the property of Landlord at the end of the Term. For the avoidance of doubt, in Permitted Contests no event shall Tenant be required to remove all or any portion of the Work at the expiration or earlier termination of the Term. On the last day of the Term hereof, or on any sooner termination as set forth in this Lease, Tenant shall surrender the Premises (including, but not limited to, all doors, windows, floors and floor coverings, heating and air conditioning systems, plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural elements of the exterior walls, foundation and roof, collectively the “Elements of the Premises”) to Landlord in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris and Tenant’s personal property, trade fixtures and equipment; provided, however, if Landlord has not elected (as set forth above) to have Tenant remove any or all of the alterations, Tenant shall leave such alterations at the Premises in good condition and repair, ordinary wear and tear and casualty damage excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings and equipment. Damage to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all damages, expenses, costs, losses or liabilities arising from any delay by Tenant in so surrendering the Premises in accordance with Section 9.5the provisions of this section including, without limitation, any damages, expenses, costs, losses or liabilities arising from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and losses and damages suffered by Landlord due to lost opportunities to lease any portion of the Premises to any such succeeding tenant or prospective tenant, together with, in each case, actual reasonable attorneys’ fees and costs. (vd) The Alterations must If this Lease is terminated due to the expiration of its Term or otherwise, and Tenant fails to remove any alterations, trade fixtures, equipment or other property required to be located solely on removed by the Siteterms of this Lease, in addition to any other remedies available to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove any such property from the Premises and store the same elsewhere at the sole expense and risk of Tenant.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary or advisable to repair or maintain the Improvements or the Site Leased Property in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, XIII and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on to the Leased Property so long as as, in each case, such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(iSection 9.2(a)(ii) above of this Section 9.2 must be in compliance with the following requirements: The : (i) the Lessee shall not make any Alterations (1) in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements Leased Property or (2) that would adversely affect the Site.marketability of the Leased Property; (iii) No no Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the SiteLeased Property. The Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided thatprovided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.whatsoever by the Lessor, such responsibility and liability being solely the responsibility of the Lessee; (iiiii) The the Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, standards imposed by any insurance policies required to be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.maintained hereunder;

Improvements and Alterations. (a) The LesseeLESSEE during the term of this Lease, at shall have the privilege of making alterations and improvements to the Premises to the extent necessary for construction, maintenance and repair of Lessee’s Facilities, provided that no such improvements to or alterations of the Premises shall be made without the prior written approval of LESSOR’S Commissioner of Public Works and Director of Parks and Recreation, and without obtaining all building permits and other regulatory or administrative approvals, as or if required prior to the commencement of any construction and such inspections and certificates of occupancy as are normally incidental to the progress and satisfactory conclusion of the same. All improvements or alterations shall be made by LESSEE at its own cost and expenseexpense and shall be made in accordance with and conform to all applicable laws, (iordinances, and regulations, as well as in accordance with the provisions of paragraph 4(B) hereof. All improvements or alterations shall make alterationsbe independently contracted by LESSEE, renovationsand LESSEE shall promptly pay all contractors, repairs, improvements subcontractors and additions material suppliers for all work performed and materials supplied to the Leased Property Premises and shall indemnify and save harmless LESSOR from any and all claims made against it by any such contractor, subcontractor or material supplier arising out of the above-described work. LESSEE shall not subject the Property, LESSOR’s interest in the Premises or the Tower to any mechanic’s liens or any part thereof other lien whatsoever. If any mechanic’s lien or other lien, charge or order for payment of money will be filed as a result of any act or omission of LESSEE, LESSEE shall cause such lien, charge or order to be discharged, bonded or otherwise reasonably secured within 30 days after receipt of written notice from LESSOR thereof. If LESSEE shall fail to cause the lien or encumbrance to be secured within the thirty (30) days prior, then LESSOR shall be entitled, but not obligated to, discharge or bond same. LESSEE shall indemnify and substitutions save LESSOR harmless from all liabilities and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation costs to the extent required pursuant resulting directly from LESSEE’S failure to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2timely secure same. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and, subject to Landlord’s obligations under Xxxxxxxxx 0, Xxxxxxxx shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld or delayed with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not unreasonably or materially interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building (collectively, “Non-Structural Alterations”). Tenant shall cause, at the Lessee’s own its sole cost and expense, all Alterations to comply with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. If Landlord fails to respond to Tenant’s request for approval of the plans and specifications within ten (10) business days following (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIITenant’s written request therefor, and (ii) so long as Landlord’s receipt of Tenant’s plans and specifications for any Alterations, then Tenant shall provide Landlord written notice of such failure. If Landlord fails to respond to Tenant’s request for approval within three (3) business days after receipt thereof, Landlord shall be deemed to have approved the plans and specifications for any Non-Structural Alterations for which Tenant has requested approval. In no Material Default or Event of Default has occurred event will Landlord’s failure to respond to Tenant’s request for approval be deemed to approve any Alterations other than Non-Structural Alterations. Landlord, at its sole cost and is continuingexpense, may undertake monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Centre. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord and reasonably acceptable to Tenant. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) if requested by Tenant, Landlord specified in writing to Tenant during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its designation of what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If Landlord fails to respond within ten (10) business days of receiving a written request by Tenant seeking a determination by Landlord with respect to Tenant’s removal of Alterations, then Tenant shall provide Landlord written notice of such failure. If Landlord fails to respond to Tenant’s notice within three (3) business days after receipt thereof, Landlord shall be deemed to have agreed that Tenant is not obligated to remove any Non-Structural Alterations for which Tenant has requested designation for removal. In no event will Landlord’s failure to respond to Tenant’s request for designation of Alterations that need be removed be deemed applicable to any Alterations other than Non-Structural Alterations. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises for one of the reasons specified in this paragraph, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, excepting reasonable wear and tear, damage due to casualty and condemnation and with any Alterations which Landlord did not require to be removed in accordance with this paragraph. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord shall become the property of Landlord unless Landlord notifies Tenant otherwise. Prior to beginning such construction, Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, the cost of which exceeds $*****, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law for the duration of construction activities. Tenant shall cause the completion of all work free and clear of liens and shall provide certificates of insurance from Tenant’s contractors performing work on the Leased Property so long Alterations, for worker’s compensation (if required by Law) and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all contractors and subcontractors performing work on the Alterations, the cost of which exceeds $*****. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations comply in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. Notwithstanding the foregoing, Tenant may make interior, Non-Structural Alterations to the Premises that do not affect Building Systems and do not require a building permit, without the written consent of Landlord provided: (i) such Alterations will not be visible from outside the Premises, (ii) the cost of the work for such Alterations does not exceed $***** in any single instance or series of related alterations performed within a six-month period (provided that Tenant shall not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision) and (iii) Tenant secures any and all material respects permits, licenses and approvals required to construct and install such alterations (collectively, “Permitted Alterations”). All Permitted Alterations shall be made in accordance with Applicable applicable Laws and are consistent in a good and comply first-class, workmanlike manner and in accordance with Section 9.1 and subsection (b) the terms of this Section 9.2Lease. Tenant shall notify Landlord before performing any Permitted Alterations. All such alterations, additions and improvements shall be constructed, maintained and used by Tenant at its sole risk and expense, in accordance with all applicable Laws. (bc) The making Tenant shall keep the Premises, the Building and the Property free from any and all liens arising out of any Alterations pursuant to subsection Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within thirty (a)(i30) above of this Section 9.2 must be in compliance with days following the following requirements: The Lessee shall not make any Alterations in violation of the terms imposition of any restrictionsuch lien, easementcause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever together with all of Landlord’s reasonable legal costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided that, however, such joinder shall not constitute herein or be deemed to constitute, any assumption or responsibility or liability whatsoeverby law. (iid) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shallNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY COSTS OR EXPENSE INCURRED FOR ANY LABOR, when completedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretoOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, (B) the then current Fair Market Value as determined by reference to the AppraisalAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.THE BUILDING OR THE PROPERTY. 16 TEXAS WITH BASE YEAR

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage make alterations, additions and improvements (collectively, the "ALTERATIONS") to the Leased Premises as Tenant may deem desirable; provided, however, that if the exterior appearance, or structural elements of the Building, or Building systems will be affected by such Alterations, or if such Alterations will cost more than $25,000, Tenant shall give written notice and complete plans and specifications to Landlord of the proposed Alterations and Landlord shall have 30 days after the receipt of such notice to consent to or disapprove the Alterations. If Landlord disapproves such Alterations, Landlord shall detail the reasons for such disapproval. Any Alterations constructed upon the Leased Premises by Tenant shall be and remain the property of Tenant during the Term. At Landlord's request (unless at the time of Tenant's request for Landlord's approval Tenant shall have requested and Landlord shall have agreed that removal of such installations by Tenant will not be required), or upon Tenant's election (notwithstanding any request otherwise by Tenant made at the time of Landlord's approval), Tenant shall remove the Alterations upon expiration or earlier termination of this Lease and repair any damage caused by such removal.. All Alterations shall be accomplished by Tenant using adequately insured and bonded contractors reasonably approved by Landlord, in Permitted Contests a good, expeditious, quality and workmanlike manner, in conformity with applicable laws, regulations, ordinances and orders and any covenants, conditions and restrictions encumbering the Leased Premises, and in accordance with Section 9.5the plans and specifications approved by Landlord as provided above. Tenant shall pay when due all claims for labor and materials related to all Alterations and will not allow any lien to attach to the Leased Premises, unless Tenant is diligently contesting the removal of such lien and has provided a bond or other security required under applicable law to avoid forfeiture of the Leased Premises, or as may otherwise be reasonably acceptable to Landlord. Landlord may enter upon the Leased Premises for the purpose of inspecting the work and for posting appropriate notices with respect to any Alterations, including but not limited to notices of non-responsibility. The conveyor systems and related components purchased by Tenant from Footstar shall be removed by Tenant and any damage caused by such removal shall be repaired by Tenant upon expiration or earlier termination of this Lease. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The In addition to Lessee's obligations as Construction Agent to build the Financed Improvements on each Site under the Construction Agency Agreement, on and after the Base Term Commencement Date with respect to a Site (i) Lessee, at the Lessee’s lessee's own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the such Leased Property or any part thereof and substitutions and replacements therefor (collectively, “"Alterations”") which are (A) necessary to repair or maintain the Improvements or the Site such Leased Property in the condition required by Section 9.1 above; (B) necessary in order for such Leased Property to be in compliance in all material respects with Applicable Laws and Regulations; or (BC) necessary or advisable to restore the Improvements and the Site such Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, XIII hereof; and (ii) so long as no Material Default or Lease Event of Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Alterations on the such Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply Regulations except to the extent such non-compliance would not have a Material Adverse Effect with Section 9.1 above and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The : (1) No such Alterations with a cost exceeding $1,000,000 shall be made or undertaken except upon not less than thirty days' prior written notice to Lessor. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Sitesuch Leased Property. (i3) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Sitesuch Leased Property. Lessor, at the Lessee’s 's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii4) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws and Regulations then in effect and with the Insurance Requirementsstandards imposed by any insurance policies required to be maintained hereunder. (iii5) All Alterations shall, when completed, be of such a character as to not materially diminish adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of such Leased Property from its Fair Market Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such alterations have a cost exceeding $1,000,000 and if requested by Required Participants, Lessor may engage an appraiser of nationally recognized standing, at Lessee's sole cost and expense, to determine (Aby appraisal methods satisfactory to the Required Participants) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current projected Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of such Leased Property following completion of the scheduled expiration date of the Lease TermAlterations relating thereto. (iv6) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Leased Property shall at all times be free of Liens for labor Labor and materials supplied or claimed to have been supplied to the Improvements or the SitePremises, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.59.5 below. (v7) The Alterations must be located solely on the such Site.

Improvements and Alterations. (a) The LesseeTenant acknowledges that it has thoroughly and adequatly inspected the Premises, at is satisfied with the Lessee’s own cost condition thereof and expense, (i) accepting the same in its AS IS condition. Landlord shall be under no obligation to make any alterations, renovations, repairs, improvements and additions or otherwise perform any other work to the Leased Property Premises or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain other portion of the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2Property. (b) The making Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all material respects with all Applicable Laws then advance by Landlord, (ii) were not built in effect and conformance with the Insurance Requirementsplans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations;(ii) final lien waivers from all such contractors and subcontractors; (iii) a complete set of “As-Built” building plans (if applicable); and (iv) a Certificate of Occupancy for the Premises (if applicable). (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretowork performed, (B) the then current Fair Market Value as determined by reference to the Appraisalmaterials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (C10) days following the Fair Market Value as determined imposition of any such lien, cause the same to be released of record by reference payment or posting of a bond in a form and issued by a surety acceptable to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteLandlord, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The In addition to Lessee's obligations as Construction Agent to build the Financed Improvements on each Site under the Construction Agency Agreement, on and after the Base Term Commencement Date with respect to a Site (i) Lessee, at the Lessee’s 's own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the such Leased Property or any part thereof and substitutions and replacements therefor (collectively, “"Alterations”") which are (A) necessary to repair or maintain the Improvements or the Site such Leased Property in the condition required by Section 9.1 9.1; (B) necessary in order for such Leased Property to be in compliance in all material respects with Applicable Laws and Regulations; or (BC) necessary or advisable to restore the Improvements and the Site such Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, ; and (ii) so long as no Material Default or Lease Event of Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Alterations on the such Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply Regulations except to the extent such non-compliance would not have a Material Adverse Effect with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The : (1) No such Alterations with a cost exceeding $1,000,000 shall be made or undertaken except upon not less than thirty days' prior written notice to Lessor. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Sitesuch Leased Property. (i3) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Sitesuch Leased Property. Lessor, at the Lessee’s 's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii4) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws and Regulations then in effect and with the Insurance Requirementsstandards imposed by any insurance policies required to be maintained hereunder. (iii5) All Alterations shall, when completed, be of such a character as to not materially diminish adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of such Leased Property from its Fair Market Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Alterations have a cost exceeding $1,000,000 and if requested by Required Participants, Lessor may engage an appraiser of nationally recognized standing, at Lessee's sole cost and expense, to determine (Aby appraisal methods satisfactory to the Required Participants) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current projected Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of such Leased Property following completion of the scheduled expiration date of the Lease TermAlterations relating thereto. (iv6) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Leased Property shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SitePremises, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v7) The Alterations must be located solely on the such Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term. Tenant may use the personal property located in the Premises which is listed on Exhibit E attached hereto during the Initial Term and the Extension Term. If Tenant extends the Initial Term for the Extension Term and is not in default of this Lease throughout the entire Lease Term, Tenant may, upon the expiration of the Extension Term, remove the furniture and equipment from the Premises but not any other items of personal property such as art work or vases. Tenant shall have no liability for the condition of the furniture or equipment at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date end of the Lease Term. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) The Lessee do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any costs incurred by Landlord in monitoring such construction. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have made adequate arrangements no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the cost claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all Alterations when due so of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (e) Nothing contained in this Lease shall be construed as a consent on the part of Landlord to subject the estate of Landlord to liability under the Construction Lien Law of the State of Florida, it being expressly understood that the Improvements Landlord’s estate shall not be subject to such liability. Tenant shall strictly comply with the Construction Lien Law of the State of Florida as set forth in Chapter 713, Florida Statutes. Tenant agrees to obtain and deliver to Landlord prior to the commencement of any work or Alterations or the delivery of any materials, written and unconditional waivers of contractors’ liens with respect to the Premises, the Building and the Site Project Common Areas for all work, service or materials to be furnished at the request or for the benefit of Tenant to the Premises, and any Notice of Commencement filed by Tenant shall contain, in bold print, the first sentence of this Paragraph 4(e). Such waivers shall be signed by all architects, engineers, designers, contractors, subcontractors, materialmen and laborers to become involved in such work. Notwithstanding the foregoing, Tenant at all times be free its expense shall cause any lien filed against the Premises, the Building or the Common Areas of Liens the Building or Project for labor and work, services or materials supplied or claimed to have been supplied furnished to or for the Improvements benefit of Tenant to be satisfied or transferred to bond within ten (10) days after Tenant’s having received notice thereof. In the Siteevent that Tenant fails to satisfy or transfer to bond such claim of lien within said ten (10) day period, other than Permitted Liens; providedLandlord may do so and thereafter charge Tenant as Additional Rent, that all costs incurred by Landlord in connection with the Lessee satisfaction or transfer of such claim, including attorneys fees. Further, Tenant agrees to indemnify, defend, and save the Landlord harmless from and against any damage to and loss incurred by Landlord as a result of any such contractor’s claim of lien. If so requested by Landlord, Tenant, at Tenant’s cost, shall have execute a short form or memorandum of this Lease, which may, in Landlord’s sole discretion be recorded in the right Public Records of the County in which the Premises is located for the purpose of protecting Landlord’s estate from contractors’ Claims of Lien, as provided in Chapter 713.10, Florida Statutes. In the event such short form or memorandum of this Lease is executed, Tenant shall simultaneously execute and deliver to engage Landlord an instrument in Permitted Contests recordable form terminating Tenant’s interest in accordance with Section 9.5the real property upon which the Premises are located, which instrument may be recorded by Landlord at the expiration or earlier termination of the term of this Lease. The security deposit paid by Tenant may be used by Landlord for the satisfaction or transfer of any Contractor’s Claim of Lien, as provided in this Paragraph. This Paragraph shall survive the termination of this Lease. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, at and Tenant agrees to accept the LesseePremises from Landlord in its existing “AS-IS”, “WHERE-IS” condition subject to Landlord’s own cost performing its ongoing janitorial and expensemaintenance obligations and Landlord’s obligations to complete the Building Enhancements identified on Exhibit B attached hereto. To the extent Landlord does not complete the Building Enhancements by the time periods set forth on Exhibit B, as such time period may be extended due to Force Majeure (ias defined in Paragraph 24(x)), then the parties acknowledge that Landlord shall be in default of its obligations hereunder and Tenant shall have the rights and remedies set forth in Paragraph 17(b) below. Landlord shall make alterationshave no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, renovationshowever, repairs, improvements and additions notwithstanding the foregoing to the Leased Property or any part thereof and substitutions and replacements therefor (collectivelycontrary, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site Landlord’s sole construction obligation under this Lease is set forth in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation enhancements to the extent required pursuant Building specifically set forth on Exhibit B. Notwithstanding the forgoing, Landlord represents that to Article XIIIthe best of its knowledge, as of the Effective Date, the Building complies with applicable local, state and (ii) so long as no Material Default or Event of Default has occurred and is continuingfederal regulations, may undertake Alterations on including compliance with the Leased Property so long as such Alterations comply in Americans with Disabilities Act with respect to all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2Common Areas. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding Commencing on the Improvements or Effective Date, Landlord shall provide Tenant an allowance (the Site. “Tenant Improvement Allowance”) equal to Nine Million Eighty Thousand Six Hundred Eighty Dollars (i$9,080,680.00) No Alterations shall be undertaken until (which amount is based on the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations product of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building Seventy and any uses ancillary thereto, 00/100 Dollars ($70.00) multiplied by (B) the then current Fair Market Value as determined by reference number of square feet of Rentable Area in the Premises). The Tenant Improvement Allowance is provided in order to help Tenant finance the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as hard costs associated with Tenant’s construction of the scheduled expiration date of physical tenant improvements actually installed in the Lease Term. Premises (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens“Tenant Improvements”); provided, however, that notwithstanding anything to the Lessee contrary, Tenant shall have the right to engage apply up to fifteen percent (15%) of the Tenant Improvement Allowance to Tenant’s architectural and engineering design fees, telephone and data cabling, project management fees, and furniture and equipment purchases. Tenant shall pay all of its costs and expenses incurred in Permitted Contests connection with such Tenant Improvements. Within thirty (30) days after receipt of a written request from Tenant, but in accordance no event more than one (1) time during any calendar month, Landlord shall reimburse Tenant for (or, at Tenant’s request, pay directly to any contractor of Tenant pursuant to approved invoices received from Tenant) the expenses incurred by Tenant in constructing such Tenant Improvements in the Premises to the extent of the Tenant Improvement Allowance not previously funded or applied by Landlord under this Paragraph 4(b), provided: (1) such request is accompanied by reasonably acceptable supporting documentation indicating that such expenses have been incurred and paid (or are currently payable) by Tenant; (2) the work and materials for which payment is requested shall be performed pursuant to all applicable provisions of the Lease; (3) Tenant is not in default under the Lease; and (4) such request is accompanied by lien waivers from the party under contract with Section 9.5Tenant for such Tenant Improvements, which lien waivers must cover all Tenant Improvements performed as of the date of such request for which payment is then being requested, but may be conditioned on such payment being received. Tenant shall have no right to utilize any unused portion of the Tenant Improvement Allowance for any invoice received on or after the date (the “Outside Date”) that is the earlier of (1) the date Tenant notifies Landlord in writing that all of the Tenant Improvements intended to be done by Tenant in the Premises have been completed (“Completion Notice”), or (2) December 31, 2014. Landlord and Tenant acknowledge and agree that the Tenant Improvements may be conducted and completed in stages and in different parts of the Premises at different times prior to the Outside Date. If Tenant fails to timely utilize the entire Tenant Improvement Allowance for such improvements as aforesaid, then Tenant shall not be entitled to any credit, cash or otherwise, therefor; provided, however, if any portion of the Tenant Improvement Allowance remains after the Outside Date, Tenant shall have the right to credit the lesser of (i) the remaining balance of the Tenant Improvement Allowance, or (ii) fifteen percent (15%) of the total Tenant Improvement Allowance, to the Base Rent first due and owing in the first calendar year following the year in which Tenant notifies Landlord in writing that the Tenant Improvements have been completed and makes its final draw request for payment of hard and soft costs associated with the Tenant Improvements. (c) All Tenant Improvements and any subsequent alterations, additions, or improvements made by or on behalf of Tenant to the Premises excluding cosmetic alterations, additions or improvements (“Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably delayed, conditioned or denied, unless such alterations, additions or improvements adversely affect the structure of the Building or operating systems of the Building, in which case Landlord may withhold, condition or delay its consent in its sole discretion. Landlord’s consent shall not be unreasonably withheld with respect to proposed Tenant Improvements or Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building’s mechanical, electrical, HVAC and life safety systems; (iii) will not interfere in a material manner with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) The do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. To the extent Tenant requires access to riser space and telephone communications closets, Landlord shall provide such access as necessary in connection with the Alterations. Tenant shall cause, at its sole cost and expense, all Tenant Improvements or Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Tenant Improvements or Alterations. All Tenant Improvements or Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Tenant Improvements or Alterations requiring Landlord’s approval shall be submitted to Landlord for its approval, which approval shall not be unreasonably delayed, conditioned or denied. Landlord shall approve or disapprove the proposed Alterations in writing within thirty (30) days after receipt of a description of the proposed Alterations from Tenant. If Landlord fails to approve or request modifications to the proposed Alterations within said thirty (30) day period, Landlord shall be deemed to have approved said Alterations. Landlord may monitor construction of the Tenant Improvements or Alterations, and Tenant shall reimburse Landlord for any reasonable third party costs incurred by Landlord in monitoring such construction (which supervision and monitoring costs must be located reasonable and may not exceed one percent (I%) of hard construction costs; provided, however, that such costs shall be funded out of the Tenant Improvement Allowance and shall not count towards the 15% soft cost limitation set forth above. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those Tenant Improvements or Alterations from the Premises which (i) were not approved in advance by Landlord and for which Landlord’s approval is required, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Tenant Improvements or Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Tenant Improvements or Alterations at the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Tenant Improvements or Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Tenant Improvements or Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. The parties hereby acknowledge and agree that in no event shall Tenant be required to remove any improvements which are existing as of the Commencement Date, including, without limitation, the internal staircase. Any Tenant Improvements or Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless otherwise agreed to by Landlord and Tenant at the time of Landlord’s approval of the Tenant Improvements. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other typical construction related coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Tenant Improvements or Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and major subcontractors who did work on the SiteTenant Improvements or Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Tenant Improvements or Alterations, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Tenant Improvements or Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs (not to exceed together with the monitoring fees referenced above one percent (1%) of hard construction costs) of Landlord’s third party engineers and other outside consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Tenant Improvements or Alterations within ten (10) business days after Tenant’s receipt of invoices from Landlord; provided, however, that such costs shall be funded out of the Tenant Improvement Allowance and shall not count towards the 15% soft cost limitation set forth above. (d) Tenant shall have the right to use and upgrade the external stairs, also known as the fire stairs, between the second and third floors (and any other floors occupied by Tenant, provided, however, that if Tenant occupies less than an entire floor, Tenant shall only be entitled to use and upgrade on a non—exclusive basis, the fire stairs which a located closest to Tenant’s space on that floor) of the Building for Tenants use during the Term (the “Premises External Stairs”); provided, that, any and all Alterations in connection with the Premises External Stairs are in compliance with Laws and any incremental increases in costs resulting from such use of the Premises External Stairs shall be borne solely by Tenant. (e) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Tenant Improvements or Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within thirty (30) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond or insurance coverage in a form and issued by a surety reasonably acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in connection therewith, together with all of Landlord’s reasonable out-of-pocket costs and expenses, with interest thereon at the Default Rate (defined below). This Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (f) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (g) The parties hereby acknowledge that Landlord shall provide The Carlyle Group, L.P. (“Original Tenant”) the Tenant Improvement Allowance commencing as early as January 1, 2010, which is prior to the Commencement Date. The parties further acknowledge that the use and distribution of the Tenant Improvement Allowance which shall be made available to Tenant pursuant to the Twelfth Amendment (hereinafter defined) shall be governed by Paragraph 4(b) hereof. To the extent Original Tenant uses the Tenant Improvement Allowance and there is any conflict between the terms of the that certain Twelfth Amendment to Commercial Lease dated on or about the date hereof (“Twelfth Amendment”) by and between Landlord and Original Tenant and this Lease regarding the use of the Tenant Improvement Allowance, the terms of this Lease shall control. To the extent Original Tenant does not use any portion of the Tenant Improvement Allowance it shall remain available for use by Tenant pursuant to the terms hereof.

Improvements and Alterations. Tenant shall not make or allow to be made (aexcept as otherwise provided in this Lease) The Lesseeany improvements, at the Lessee’s own cost and expense, alterations or physical additions (iincluding fixtures) shall make alterations, renovations, repairs, improvements and additions in or to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements Premises or the Site in Project, without first obtaining the condition required by Section 9.1 written consent of Landlord, including Landlord’s written approval of Tenant’s contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIdelayed, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply improvements, alterations or physical additions do not affect the Building’s structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in all material respects writing with Applicable Laws reasonable specificity to Tenant’s request for approval of plans and are consistent and comply with Section 9.1 and subsection specifications within ten (b10) business days after submission of this Section 9.2. (b) The making Tenant’s plans, Landlord’s approval therefor shall be deemed granted. Approval by Landlord of any Alterations pursuant of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Premises or the Project shall not make constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any Alterations in violation use, purpose or conditions, but such approval shall merely be the consent of the terms Landlord as required hereunder. Any and all furnishing, equipping and improving of any restriction, easement, condition, covenant or other similar matter affecting title alteration and addition to or binding on the Improvements or the Site. Premises shall be: (i) No Alterations shall be undertaken until the Lessee shall have procured made at Tenant’s sole cost, risk and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, and Tenant shall join in the application pay for any such permit or authorization and execute and deliver any document Landlord’s actual out-of-pocket third-party costs incurred in connection therewith, whenever with and as a result of such joinder is necessary alterations or advisableadditions; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed performed in a prompt good and workmanlike manner with labor and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. materials of such quality as Landlord may reasonably require; (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building constructed substantially in accordance with all plans and any uses ancillary thereto, (B) the then current Fair Market Value as determined specifications approved in writing by reference Landlord prior to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as commencement of the scheduled expiration date of the Lease Term. any such work; (iv) The Lessee prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, the performance of Landlord’s obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Tenant shall have made adequate arrangements no (and hereby waives all) rights to payment or compensation for payment any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the cost of all Alterations when due so that approved plans and specifications. Notwithstanding the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Siteforegoing, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage make or allow to be made any interior, non‑structural, non-MEP (mechanical, electrical, plumbing) alterations (decorative or cosmetic in Permitted Contests nature) without the prior consent of Landlord so long as (i) such alterations do not cost in accordance excess of $10,000.00; (ii) do not require any Building electrical, plumbing or other permit; (iii) Tenant notifies Landlord in writing of its intention to do such work at least ten (10) days prior to the initiation of such work; and (iv) Tenant provides to Landlord a list of the contractors and subcontractors who will require access to the Building. Tenant and its contractors shall comply with Section 9.5all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord’s prior written consent. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. 7.1. Without the prior written consent of Landlord, there shall be no alterations, additions, or improvements in, on or to the Premises or the Project or any part thereof, except for free-standing furniture and floor coverings. 7.2. Any alterations, additions or improvements desired by Tenant shall be made by Landlord or contractors selected by Landlord for Tenant's account, and Tenant shall pay the cost thereof (aincluding contractor's overhead and customary profit) The Lesseeto Landlord prior to Landlord's contracting for such work. 7.3. Landlord may impose as a condition to its consent to alterations, additions or improvements desired by Tenant such requirements as Landlord may deem necessary in its sole discretion, including (without limitation) requirements relating to the manner in which the work is done and the times during which it is to be accomplished. All such work shall be performed by Landlord's contractor. At Landlord's request Tenant, at the Lessee’s own Tenant's sole cost and expense, (i) shall make alterations, renovations, repairs, remove at the expiration of this Lease any and all improvements and or additions to the Leased Property Premises caused to be installed by Tenant. Any damage done to the Premises in connection with such removal shall be repaired by Landlord's contractor at Tenant's sole cost and expense. Landlord may, in connection with any such removal which might damage the Premises, require that such removal be performed by Landlord's contractor. 7.4. Notwithstanding any contrary provision herein, Tenant shall not, in any event, make any alterations, additions or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) improvements which are (A) necessary to repair might or maintain could affect the Improvements structure of the Building or the Site mechanical or electrical systems of the Building or which interfere with or disrupt other tenants in the condition required Building or with any work then being carried out therein by Section 9.1 Landlord or (B) necessary its contractors. Any alterations, additions or advisable to restore the Improvements improvements desired by Tenant shall be made at Tenant's sole cost and the Site to its condition existing prior to a Casualty or Condemnation to the extent required expense in accordance with plans and specifications, and pursuant to Article XIIIgovernmental permits, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply approved in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2advance by Landlord. Tenant shall utilize only Landlord's contractor to perform work. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction7.5. Any alterations, easement, condition, covenant additions or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations improvements shall be completed in a good good, workmanlike, diligent, prompt and workmanlike expeditious manner and in compliance in all material respects with all Applicable Laws then in effect applicable laws. Landlord's approval of Tenant's plans and with the Insurance Requirements. (iii) All Alterations shall, when completed, be specifications shall not constitute a representation or warranty of such a character Landlord as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, adequacy thereof or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termcompliance thereof with applicable laws. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall not make or allow to be made (aexcept as otherwise provided in this Lease) The Lesseeany improvements, at the Lessee’s own cost and expense, alterations or physical additions (iincluding fixtures) shall make alterations, renovations, repairs, improvements and additions in or to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements Premises or the Site in Project, without first obtaining the condition required by Section 9.1 written consent of Landlord, including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIdelayed, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply improvements, alterations or physical additions do not affect the Building's structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in all material respects writing with Applicable Laws reasonable specificity to Tenant's request for approval of plans and are consistent and comply with Section 9.1 and subsection specifications within ten (b10) business days after submission of this Section 9.2. (b) The making Tenant's plans, Landlord's approval therefor shall be deemed granted. Approval by Landlord of any Alterations pursuant of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Premises or the Project shall not make constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any Alterations in violation use, purpose or conditions, but such approval shall merely be the consent of the terms Landlord as required hereunder. Any and all furnishing, equipping and improving of any restriction, easement, condition, covenant or other similar matter affecting title alteration and addition to or binding on the Improvements or the Site. Premises shall be: (i) No Alterations shall be undertaken until the Lessee shall have procured made at Tenant's sole cost, risk and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, and Tenant shall join in the application pay for any such permit or authorization and execute and deliver any document Landlord's actual out-of-pocket third party costs incurred in connection therewith, whenever with and as a result of such joinder is necessary alterations or advisableadditions; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed performed in a prompt, good and workmanlike manner with labor and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. materials of such quality as Landlord may reasonably require; (iii) All Alterations shallconstructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to the commencement of any such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, when completed, be the performance of Landlord's obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such a character as alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not materially diminish limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have been made to or in connection with the plans and specifications which were approved by Landlord, (A) the utility of the Improvements as a corporate office complex including a corporate office building such changes or change orders shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and any uses ancillary thereto, (B) Tenant shall deliver to Landlord a complete copy of the then current Fair Market Value as determined by reference "as-built" or final plans and specifications for all alterations or physical additions so made in or to the AppraisalPremises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or (C) systems, libraries or other heavy furniture or equipment within the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermPremises without Landlord's prior written consent. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) Subtenant shall not make any alterations, renovations, repairs, additions or improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor Subleased Premises (collectively, “Alterations”) without the prior written consent of and approval of plans and specifications therefor by (a) Sublandlord, which are consent shall not be unreasonably withheld, conditioned or delayed provided that (A1) necessary no Subtenant Default exists, (2) the Alterations in question comply with the terms and conditions of the Prime Lease and (3) the Alterations in question would not be required to repair be removed at the expiration or maintain the Improvements or the Site in the termination of this Sublease (unless Subtenant agrees to remove any such Alterations at its expense as a condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIof Sublandlord’s consent), and (iib) so long as Landlord if Landlord’s consent is required under the Prime Lease. In addition to any other reasonable basis upon which Sublandlord may deny, withhold or condition consent to any proposed Alterations, Subtenant agrees that any denial, withholding or conditioning of consent by Landlord shall be deemed a reasonable basis upon which Sublandlord may deny, withhold or condition its consent to the proposed Alterations. Sublandlord agrees to submit to Landlord any request for Landlord consent and approval of plans and specifications and to reasonably cooperate with Subtenant, at no Material Default or Event of Default has occurred and is continuingcost to Sublandlord, may undertake in obtaining any such consent from Landlord. Any Alterations on to the Leased Property so long as such Alterations comply Subleased Premises shall be undertaken in all material respects with Applicable Laws and are consistent and comply accordance with Section 9.1 4 of the Prime Lease. Sublandlord may require any noisy or disruptive work, or work that emits offensive odors, that Subtenant intends to perform be performed outside of the Business Hours set forth in Exhibit C of the Prime Lease. Subtenant shall indemnify, defend and subsection hold harmless Sublandlord for any claims of Landlord or any third parties (bincluding, without limitation, lien claims) of this Section 9.2. (b) The making arising out of any Alterations made by or by third parties on behalf of Subtenant (or its permitted sub-subtenants or assignees). Any costs or expenses required to be paid pursuant to subsection the Prime Lease relating to any request for consent from Landlord in connection with any such Alterations (a)(iincluding, without limitation, costs and expenses relating to Landlord’s review of space plans and working drawings) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations otherwise relating to such Alterations of all municipal (including, without limitation, any administrative fee or construction management fee required to be paid pursuant to the Prime Lease and other Authorities having jurisdiction over any additional real estate taxes resulting from such Alterations) shall be paid by Subtenant within the Improvements or the Site. Lessor, at the Lessee’s expense, shall join time period set forth in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Prime Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost such costs or expenses. In addition, Subtenant shall reimburse Sublandlord within EMF_US 83351163v7 thirty (30) days after written demand by Sublandlord for all actual reasonable out-of-pocket costs incurred by Sublandlord in connection with reviewing any space plans and working drawings, in obtaining Landlord’s review of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied consent to such Alterations, or claimed otherwise in any way related to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5such Alterations. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Alterations, installations, additions, and improvements ("Improvements") to the Premises shall be made only upon the written approval of Landlord, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord's approval shall not be required for (a) The Lessee, at the Lessee’s own any Improvements that are not of a structural nature and that cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property less than $10,000 or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation rewiring of the terms of any restrictionbuilding by Tenant for the telecommunications, easemente-mail, condition, covenant or video and other similar matter affecting title to or binding on the electrical demands it may have. Improvements or the Site. (i) No Alterations by Tenant shall be undertaken until the Lessee shall have procured made at Tenant's sole cost and paid forexpense and any contractor or person selected by Tenant to make Improvements must first be approved in writing by Landlord. All Improvements, so far as the same may together with all repairs required to be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expensemade by Tenant, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed made in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then governmental requirements and rating bureau recommendations, and shall be performed by competent workmen. Tenant shall obtain all necessary permits from governmental authorities and provide Landlord with copies thereof prior to commencing construction of any Improvements Tenant shall promptly repair any damage and perform any necessary cleanup to the Premises resulting from any Improvements made by Tenant. AU Improvements, temporary or permanent (except trade fixtures, furniture and equipment belonging to Tenant which are removable) in effect or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord's property and with shall remain upon the Insurance Requirements. Premises (iii) All Alterations shallexcept to the extent Landlord requires such Improvements to be removed as provided in section 24), when completedall without compensation, allowance or credit to Tenant and shall not constitute Additional Rent or payment in lieu of Base Rent or Additional Rent. Tenant agrees not to create, incur, impose, permit or suffer to exist any lien or other obligation against the Premises or Landlord by reason of any Improvement or any repair or decoration permitted or required to be of made by Tenant pursuant to this Lease, and Tenant agrees to hold Landlord harmless from and against any such a character as lien claim. At its expense, Tenant shall cause to not materially diminish (A) the utility be discharged, within ten days of the Improvements as a corporate office complex including a corporate office building and filing thereof, any uses ancillary thereto, (B) construction lien claim filed against the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements Premises for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or work claimed to have been supplied done for, or materials claimed to the Improvements have been furnished to, or the Site, other than Permitted Lienson behalf of Tenant; provided, however, that in the Lessee event of a good faith dispute by Tenant as to the validity of such lien, Tenant shall have the right right, in lieu of discharging said lien, to engage in Permitted Contests in accordance furnish Landlord within such ten day period, with Section 9.5a bond satisfactory to Landlord, indemnifying Landlord against loss by reason of any such lien. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeExcept as set forth in the Work Letter attached hereto as Exhibit B, Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term. Landlord represents to Tenant that, as of the Commencement Date, (x) all HVAC, mechanical, electrical, plumbing and life safety Building systems that serve the Premises shall be in good working order, condition and repair, and (y) the Premises shall be free of Hazardous Materials. Tenant has informed Landlord that Tenant is purchasing from Juniper Pharmaceuticals, Inc. all of the furniture, fixtures, equipment, wiring and cabling, and other property presently located at the Premises, and Landlord is delivering the Premises to Tenant broom clean with no obligation to remove any furniture, fixtures, equipment, wiring and cabling, and other property from the Premises. Landlord shall use reasonable care in the performance of Landlord’s Work to avoid damaging such items. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent and Alterations may to the extent necessary include installation of equipment and cabling in the Installation Areas. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building, (excluding Landlord’s Work). Notwithstanding the foregoing, Alterations which (x) consist solely of decorative or cosmetic work that does not affect or involve the structural elements or Building systems and (y) which do not cost in excess of Sixty Thousand Dollars ($60,000.00) in the aggregate, at any given time (either in a single project or a series of related projects) (“Cosmetic Alterations”), shall not be subject to Landlord’s prior approval provided that Tenant delivers a reasonable description of such Alterations to Landlord at least ten (10) business days prior to commencing such work and subject to the Lessee’s own remaining provisions of this Paragraph 4. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any costs incurred by Landlord in monitoring such construction. Without limiting the generality of the foregoing, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Building. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises and the Installation Areas which (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site were not approved in the condition required advance by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIILandlord, and (ii) so long were not built in conformance with the plans and specifications approved by Landlord. In addition, Landlord shall specify during its review of plans and specifications for Alterations those Alterations which Landlord will require Tenant to remove upon the expiration of this Lease. Except as no Material Default set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or Event delay its approval of Default has occurred improvements or Alterations that Landlord requires Tenant to remove at the expiration of the Lease, but may require additional security from Tenant with respect thereto. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises and is continuingthe Installation Areas, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises and the Installation Areas to their original condition as of the later of the Commencement Date or the completion of Landlord’s Work, reasonable wear and tear excepted. Any Alterations remaining in the Premises or the Installation Areas following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may undertake post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Leased Property so long Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration which requires the filing of plans with the designated office of the Commonwealth of Massachusetts or the City of Boston to allow Tenant to lawfully construct such Alterations, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations comply in all material respects the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with Applicable Laws and are consistent and comply with Section 9.1 and subsection (bin any event) an administrative charge of five percent (5%) of this Section 9.2the actual costs of such work (except that in the case of any Cosmetic Alterations there shall be no such administrative charge). (bc) The making Tenant shall keep the Premises, the Building and the Land free from any and all liens arising out of any Alterations pursuant to subsection Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (a)(i10) above of this Section 9.2 must be in compliance with the business days following requirements: The Lessee shall not make any Alterations in violation written notice from Landlord of the terms imposition of any restrictionsuch lien, easementcause the same to be released of record by payment or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee Landlord shall have procured and paid forthe right, so far but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the same may be required from time to time, all permits and authorizations relating claim giving rise to such Alterations of lien); in such case, Tenant shall reimburse Landlord for all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document amounts so paid by Landlord in connection therewith, whenever together with all of Landlord’s reasonable third party out of pocket costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such joinder is necessary claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or advisable; earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided that, however, such joinder shall not constitute herein or be deemed to constitute, any assumption or responsibility or liability whatsoeverby law. (iid) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance RequirementsNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make any Alterations in violation improvements, alterations, additions, or repairs to the Premises or make any contract therefor without first procuring Landlord's written consent and delivering to the Landlord the plans and specifications and copies of the terms proposed contracts and necessary permits unless an emergency situation exists, in which event Tenant shall notify Landlord of any restrictionsuch improvement or alteration as promptly as possible. All alterations, easementadditions, conditionimprovements and fixtures, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same which may be required from time made or installed by either of the parties hereto upon the Premises, and which in any manner are attached to timethe floors, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements walls or the Site. Lessorceilings, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date termination of the Lease Termshall become the property of the Landlord, unless Landlord requests the removal, and shall remain upon and be surrendered with the Premises as a part thereof, without damage or injury; any linoleum or other floor covering of similar character which may be cemented or otherwise fitted or adhesively affixed to the floor shall likewise become the property of Landlord, all without compensation or credit to Tenant. Notice is hereby given that no construction or other lien sought to be imposed on the Premises shall in any manner affect the right, title or interest of the Landlord therein. Within thirty (30) days after the completion of any work on the Premises, Tenant shall provide Landlord, in form satisfactory to Landlord, with the contractor's statements, affidavits and waivers of lien and shall also provide supporting waivers of lien and affidavits from all sub-contractors and material men. In the event that any capital improvements (i.e. additional paved area, repaving, new building space, etc. (iv) The Lessee shall have are made adequate arrangements for payment by the Landlord and agreed upon by the tenant, the monthly Rent will be adjusted and an amount equal to 1% of the cost of all Alterations when due so that the Improvements and the Site improvement shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied added to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5monthly base rent. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, at the Lessee’s own cost doors and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIdoorways, and (ii) so long as no Material Default corridors, elevators, stairs, toilets, or Event other common areas of Default has occurred the Building, and to change the name, number or designation by which The Building is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2commonly known. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make any Alterations alterations, improvements or additions to the Premises without the Landlord's advance written consent in violation each and every instance. In the event Tenant desires to make any alterations, improvements or additions, Tenant shall first submit to Landlord plans and specifications therefor. Landlord shall have the option of either hiring a contractor to perform the terms of any restrictionwork or approving in advance the contractor Tenant proposes to hire. If Landlord elects to hire the contractor, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. Landlord shall: (i) No Alterations obtain a bid from a contractor selected by Landlord to perform the work specified in the plans and specifications; (ii) present the contractor's bid or contract price to Tenant for Tenant's approval, which is deemed accepted if not rejected in writing within seven (7) days; and (iii) require Tenant to supply a deposit covering all or part of the contractor's bid or contract price. If Landlord elects to approve the contractor selected by Tenant, Tenant shall: (i) obtain the contractor's written agreement to not deviate from the plans and specifications without Landlord's written consent; and (ii) obtain mechanics lien waivers from the contractor and all subcontractors and material men in advance of any work being performed or materials supplied. All alterations, improvements or additions shall be undertaken until become Landlord's property and shall remain upon the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, premises at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisabletermination of this Lease without compensation to Tenant; provided thatprovided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations that Tenant shall, when completedupon demand by Landlord, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building at Tenant's sole cost and expense, forthwith remove any uses ancillary theretoalterations, (B) the then current Fair Market Value as determined additions or improvements made by reference to the AppraisalTenant, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.designated by

Improvements and Alterations. (a) The LesseeLandlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises made on or after the Commencement Date ("Alterations") shall be subject to Landlord's prior written consent which shall not be unreasonably withheld or delayed. Cosmetic Alterations that do not affect the building mechanical or electrical systems and do not exceed $50,000 in the aggregate, shall not require Landlord consent. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant's sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord's right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all advance by Landlord, (ii) were not built in material respects with all Applicable Laws then in effect and conformance with the Insurance Requirementsplans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant's sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord's reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretowork performed, (B) the then current Fair Market Value as determined by reference to the Appraisalmaterials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (C10) days following the Fair Market Value as determined imposition of any such lien, cause the same to be released of record by reference payment or posting of a bond in a form and issued by a surety acceptable to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteLandlord, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant's indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall be required to lease from Landlord and Landlord shall be required to lease to Tenant the Second Must-Take Space. The Second Must-Take Deli very Date shall be delayed to the extent that Landlord fails to deliver possession of the Second Must-Take Space for any reason, including but not limited to, holding over by prior occupants. Any such delay in the Second Must-Take Delivery Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. The Second Must-Take Space shall become a part of the Premises and the terms and conditions of the Lease, shall apply to the Second Must-Take Space, provided, however, that, subject to the remaining terms and conditions of this Section 35.1, Tenant’s obligation to pay Base Rent and Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the date that is one-hundred fifty-seven (a157) days following the Second Must-Take Effective Date (as defined in Section 35.2 below) [such one hundred fifty seven (157) day period being referred to herein as the “Second Must-Take Space Construction Period’’. The LesseeSecond Must-Take Space Construction Period shall be extended on a day-for-day basis for each day that Tenant’s construction of Tenant Improvements in the Second Must-Take Space is delayed by Landlord Delay. Notwithstanding the foregoing, at in the Lesseeevent Tenant occupies or commences its business operation in the Second Must-Take Space, including prior to the Second Must-Take Effective Date, Tenant’s own cost obligation to pay Base Rent and expense, Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the earlier of: (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain date of the Improvements or the Site commencement of Tenant’s business operations in the condition required by Section 9.1 or (B) necessary or advisable Second Must-Take Space and in such event the Second Must-Take Space Construction Period shall be deemed to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIhave expired as of such date, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation expiration of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the SiteSecond Must-Take Space Construction Period. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. A. Any kiosks, buildings, or other structures erected by the Concessionaire upon the Properties shall be built to standards approved by the Director. Such kiosks, buildings or other structures may be removed by the Concessionaire upon termination of this Lease, provided they are removed within forty-five (a45) The Lesseedays after the date of termination of this Lease, and provided all payments due or to become due under this Lease shall have been paid. If the structures are not removed within forty-five (45) days after the date of termination, or if payments are not made, the structures will become property of the Department, or, at the Lesseeelection of the Department, such property shall be removed by and disposed of by the Department and the Concessionaire shall reimburse the Department for any and all removal costs associated therewith. The Department is not required to offset the Concessionaire’s own cost and expensedebts to the Department, (i) if any, by the estimated value of such property. B. The Concessionaire shall not make or cause to be made any alterations, renovationsadditions, repairsor improvements, improvements and or install or cause to be installed any trade fixtures, exterior signs, floor covering, interior or exterior lighting, plumbing fixtures, shades or awnings, or make any changes or additions to the Leased Property or any part thereof concession premises without first obtaining the Department's written approval and substitutions consent. The Concessionaire shall present to the Department plans and replacements therefor (collectivelyspecifications for such work at the time approval is sought. C. All alterations, “Alterations”) which are (A) necessary decorations, additions, and improvements made by the Concessionaire, shall remain the property of the Concessionaire during the term of this Lease. Such alterations, decorations, additions, and improvements shall not be removed from the Properties prior to repair or maintain the Improvements or end of the Site term of this Lease without prior consent in writing from the condition required by Section 9.1 or (B) necessary or advisable to Director. Upon expiration of this Lease, the Concessionaire shall remove its trade fixtures and all such alterations, decorations, additions, and improvements as the Director shall direct, and shall restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation Properties to the extent required pursuant to Article XIIIsame condition as they were at the commencement thereof, ordinary wear and tear and damage by unavoidable casualty excluded. All alterations, decorations, additions, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant improvements not directed to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations removed shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled upon expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment term, be and become the property of the cost Department. Notwithstanding the above, at any time during the term of all Alterations when due so that this Lease or at termination, the Improvements and the Site Concessionaire shall at all times be free of Liens for labor and materials supplied or claimed allowed to have been supplied to the Improvements or the Siteremove any identifying characteristics, other than Permitted Liens; providedtrade fixtures, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5equipment, signs, trademark and/or copyright items. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeTenant shall not have the right to execute any changes, at the Lessee’s own cost and expense, (i) shall make alterations, renovationsadditions, repairserections, improvements leasehold improvements, repairs and additions installations to the Leased Property or any part thereof and substitutions and replacements therefor Premises (collectivelyhereinafter the "Work"), “Alterations”) which are (A) necessary unless it has obtained Landlord's prior written consent, WHICH WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. In the event Landlord consents to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable such Work, then Tenant undertakes to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation conform to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Siteconditions stipulated hereunder. (i) No Alterations All Work shall be undertaken until the Lessee shall have procured carried out with reasonable dispatch and paid forin a good workmanlike manner and in compliance with all applicable permits, so far as the same may be required from time to timeauthorizations, building and zoning bylaws and with all permits regulations and authorizations relating to such Alterations requirements of all municipal and other Authorities competent authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.Leased Premises; (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Property shall at all times be free of Liens all pledges, registered privileges and any other encumbrances; (iii) If the cost of any Work shall be in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, Landlord may require Tenant to furnish security REASONABLY satisfactory to Landlord guaranteeing the completion of the Work, the payment of the cost thereof and that the Property is free and clear of all pledges, registered privileges and any other encumbrances; (iv) Tenant shall maintain workmen's compensation insurance covering all persons employed in connection with the Work and shall produce evidence of such insurance to Landlord and Tenant shall also maintain such general liability insurance for labor the protection of Landlord and Tenant upon the terms Landlord may reasonably require, as well as contractor's protective liability insurance. Tenant shall further comply with all of the stipulations of the Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Tenant shall promptly pay for all materials supplied and work done in respect of the Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to have been supplied be due into court or directly to any such privilege claimant and the amount so paid and all expenses of the Landlord including any judicial and extrajudicial costs and attorney's fees incurred by the Landlord shall be paid by the Tenant to the Improvements Landlord within five (5) days after demand. It is agreed and understood that no Work by or on behalf of Tenant shall be permitted which, in Landlord's REASONABLE judgement, may weaken or endanger the Sitestructure or adversely affect the condition or operation of the Leased Premises and/or the Property or diminish the value thereof or restrict or reduce Landlord's coverage for insurance purposes. (b) Notwithstanding the contents of (a) above, other than Permitted Liens; providedLandlord may, that at its sole option and discretion SUBMIT A BID FOR THE PERFORMANCE OF THE WORK APPROVED BY LANDLORD. IF TENANT DOES NOT SELECT LANDLORD'S BID, TENANT SHALL BE OBLIGED TO PAY TO LANDLORD ALL OF LANDLORD'S COSTS, OVERHEAD, ADMINISTRATION IN THE REVIEW AND APPROVAL OF SUCH WORK, AS WELL AS, ALL COSTS ASSOCIATED WITH ARCHITECTURAL OR ENGINEERING CONSULTANTS, PREPARATION OR AMENDMENT OF PLANS, THE WHOLE SUBJECT TO AN UPPER MAXIMUM CAP EQUIVALENT TO TEN PERCENT (10%) OF THE VALUE OF THE WORK AND SUBJECT TO A MINIMUM CHARGE OF TWO THOUSAND DOLLARS ($2,000.00). (c) Any Work by the Lessee Tenant made without the REASONABLE prior written consent of the Landlord, or which is not made in accordance with the design criteria and specifications approved by the Landlord, shall be removed by the Tenant immediately upon demand and the Leased Premises shall be restored to their previous condition by Tenant, the whole at the Tenant's cost, failing which Landlord shall have the right to engage remove said Work at Tenant's entire cost and Landlord shall not be responsible for damages to Tenant's property resulting from such removal. (d) Notwithstanding anything contained in Permitted Contests this Article, Tenant shall not have the right to do any structural, mechanical or electrical Work in the Leased Premises. In the event that Tenant requests any structural, mechanical or electrical Work, Landlord, at its sole option and discretion, shall be entitled to execute said Work. Said Work shall be governed by the provisions of sub-paragraph (b) above. In the event that Landlord does not choose to execute said Work and consents to having Tenant execute same, then Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the Work proposed to be carried out and the estimated cost thereof. Landlord shall, ACTING REASONABLY, approve or reject such plans and specifications within thirty (30) days after receipt of the same. If such plans and specifications are approved, all Work shall be carried out in compliance with the same. Furthermore, in the case where Tenant is authorized to carry out said Work, Tenant shall, at its cost, provide Landlord with an engineer's certificate upon completion of said Work. Any REASONABLE costs incurred by Landlord of any nature whatsoever in order to permit Landlord to approve or reject Tenant's plans and specifications shall be reimbursed by Tenant immediately upon Landlord's request. In addition to the above, Tenant shall comply with all the conditions stipulated in (a) and (c) above. It is agreed and understood that when completed, all Work shall be comprised in and form part of the Leased Premises and be subject to all the provisions of this Lease. Furthermore, any authorization given by Landlord to Tenant to do any Work in accordance with Section 9.5. (v) The Alterations must be located solely this Article, shall not relieve Tenant of its responsibility for the Work in question. Subject to the terms and conditions of this Article, in the event that the Tenant constructs a mezzanine in the Leased Premises, the Tenant will pay the amount of any increase in Taxes on the Sitewhole of the Building of which the Leased Premises form part, if such increase is caused by the construction or occupancy of said mezzanine. Furthermore, the Tenant will pay for any increase in Operating Costs resulting from the construction or occupancy of the said mezzanine. Tenant shall not make use or cause to be removed any part or all of the ceiling system for any purposes, including that of storage. Moreover, Tenant shall pay to Landlord the amount of any increase for any Taxes to the extent that such increase is directly attributable to any action by Tenant under this Article.

Improvements and Alterations. (a) The LesseeA. Grantee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s sole expense, shall join in construct and provide all improvements, including sign structures, antennas mounted on the application sign structure and facilities, as well as utilities, required to operate the Easement Areas for any their intended purposes. All such permit signs, utilities and other improvements shall hereinafter be called the "Improvements". B. Prior to construction or authorization substantial alteration requiring a building permit, Grantor shall have the right to approve design and execute and deliver any document in connection therewithconstruction plans for the Improvements, whenever such joinder is necessary or advisable; provided that, however, such joinder which approval shall not constitute be unreasonably denied, delayed or conditioned. Grantor's failure to advise Grantee in writing of the specific grounds for its denial of such approval within fifteen (15) days after receipt of design and construction plans shall be conclusively deemed to constitute, any assumption or responsibility or liability whatsoeverGrantor's approval of such plans. (ii) The Alterations C. All Improvements shall be completed constructed, completed, operated and maintained by Grantee in a good and workmanlike manner manner, and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free in compliance with all material requirements of Liens for labor applicable laws, ordinances and materials supplied regulations of any local, state or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5federal agency having jurisdiction thereof. (v) The Alterations must D. All Improvements constructed within the Easement Areas shall be located solely on the Siteproperty of Grantee. E. Grantee shall indemnify, defend and save Grantor harmless from and against any and all costs, damages, claims and liabilities, including reasonable attorneys' fees, incurred in connection with the construction or alteration of any Improvements. Grantee shall specifically indemnify and save Grantor harmless from and against all mechanic's liens or similar claims by any person claiming through or under the Grantee. Under no circumstance shall the fee interest of the Grantor be subjected to any claim or expense resulting from Grantee's construction of the Improvements.

Improvements and Alterations. (a) The LesseeLessor agrees that Lessee may make, at the Lessee’s its own cost and expense, (i) shall make minor or non-structural alterations, renovations, repairs, improvements and replacements or additions to the Leased Property interior of the building on the Premises provided: A. Any such alterations, repairs, replacement or any part additions shall not lessen the value of the said building as it shall be at the commencement of this Lease; and B. The Lessee will perform such alterations, repairs, replacements or additions in accordance with the statutes, ordinances, rules and regulations and order of all public or quasi-public authorities having jurisdiction thereof and substitutions in accordance with the rules and replacements therefor (collectivelyregulations of the local board of fire insurance underwriters; and C. At all reasonable times during the progress of such construction work, “Alterations”) which are (A) Lessor or persons authorized by Lessor shall have the right to go upon the Premises for the purpose of inspecting the construction work then in progress. D. Lessee shall at the expiration of the term of the Lease, and at his expense, remove any partitions constructed by Lessee only upon request by Landlord, and in the event Lessor requests the removal of partitions construction by Lessee he must at his expense make any repairs necessary to repair correct damage caused by the installation or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making removal of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance said partitions. Lessee covenants and agrees with the following requirements: The Lessor that the Lessee shall not make any Alterations material additions or alterations or structural changes in violation or about the Premises, without first submitting plans and specifications thereof to the Lessor and obtaining such written consent and approval of the terms Lessor. Upon obtaining such written approval, Lessee may make such additions or alterations at his sole cost and expense, and providing that such additions or alterations do not damage the building or endanger its support or stability. Such additions, alterations or improvements (except trade fixtures, machinery and portable type air conditioning units), put in at the expense of Lessee as aforesaid, shall be and become a part of the Premises and shall remain upon and be surrendered with the Premises at the termination of this Lease, as the property of the Lessor. Lessee shall not suffer or permit any restriction, easement, condition, covenant mechanic's or other similar matter affecting title to or binding materialmen's liens on the Improvements subject premises as a result of such additions or alterations or improvement and shall save and hold the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document Landlord harmless in connection therewith. in the event of any claim of lien being filed, whenever such joinder is necessary or advisable; provided thatLessee shall immediately cause same to be removed to a bond in accordance with the Mechanics' Lien Law of the State of Florida, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. event of Lessee's failure to so bond such lien within ten (iii10) All Alterations shall, when completed, be of such a character as to not materially diminish (A) days after the utility filing of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretosame, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Lessor shall have the right to engage so do in Permitted Contests in accordance with Section 9.5the place and stead of Lessee and add the cost of such bond to the rental. The posting of such bond by Lessor shall not be considered as a waiver by Lessor of Lessee's default hereunder. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at Lessee shall have the Lessee’s right to make its own cost and expense, with the prior consent of the lessor, which consent shall not be unreasonably withheld, additions, alterations and changes in and to the Leased Premises provides however, that no structural alterations and no construction of new or additional buildings or structures shall be commenced except with the prior written consent of Lessor and except or complies with the following conditions (such structural alterations and construction of new or additional building or structures being here in after referred to as the "work"): (i) Lessee shall make alterations, renovations, repairs, improvements and additions furnish to the Leased Property or any part thereof Lessor plans and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary specification showing in reasonably complete detail the work proposed to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements be carried out and the Site to its condition existing prior to a Casualty estimated cost there of and Lessor shall approve or Condemnation to reject such plans and specifications within thirty (30) days after receipt of the extent required pursuant to Article XIIIsame. If such plans and specifications are approved, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must work shall be carried out in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoeversame. (ii) The Alterations value of the Leased Premises shall not, as a result or any worked proposed to be carried out by Lessee, be less than the value of the Leased Premises before the commencement of such work and Lessor shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirementssole judge of such value. (iii) All Alterations shall, when completed, work shall be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office carried out with reasonable dispatch and in good workmanship manner and in compliance with all applicable permits authorization and building and any uses ancillary thereto, (B) zoning by-laws and within all regulations and requirements of all competent authorities having jurisdiction over the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermLeased Premises. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Lessor's building shall at all times be free of Liens for labor all conditional bills of sale, pledges, registered privileges, workmanship and materials supplied or claimed to have been supplied to the Improvements or the Site, suppliers' liens and other than Permitted Liens; provided, that the similar liens and charges. Lessee shall have the right obtain prior to engage in Permitted Contests in accordance with Section 9.5commencement of any work, from all workxxx, xxntractors, builders, suppliers and architects, waivers and renunciations of privilege. (v) The Alterations must If the cost of any work shall be located solely on in excess of Five Thousand Dollars ($5,000.00) as reasonably estimated by Lessee, Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the Sitecompletion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workxxx'x xxx suppliers' liens and other similar liens and charges. (vi) Lessee shall maintain Workmen's Compensation Insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Lessor and shall also maintain such general liability insurance for the protection of Lessor and Lessee as Lessor may require. (vii) All work, when competed shall be comprised in, and form part of the Leased Premises and shall be subject to all the provisions of this Lease and Lessee shall not have any right to claim compensation therefore and the same shall not be removed by Lessee termination of this Lease. (viii) In carrying out the Lessee undertakes not to disturb other Lessees in the building and shall hold Lessor harmless from any and all claims or auctions instituted by other Leases in the building against Lessor related to or arising out of the said work.

Improvements and Alterations. (a) The LesseeLandlord covenants that it shall deliver sole and vacant possession of the Property to Tenant, free and clear of all tenancies and parties in possession within ten (10) days after Tenant notifies Landlord that all conditions precedent of this Lease have been satisfied. In the event Landlord fails to deliver vacant possession to Tenant on a timely basis, Tenant, at the Lessee’s own cost and expenseits option, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) may take such action as may be necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements obtain such vacant possession and the Site to its condition existing prior to a Casualty costs therefor shall be deducted from Tenant's Rent, or Condemnation to Tenant may terminate this Lease and thereafter the extent required pursuant to Article XIIIparties shall be released from further liability and this Lease shall be null, void and (ii) so long as of no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2effect. (b) The making After delivery of any Alterations pursuant Vacant Possession, Tenant shall be responsible, at Tenant's expense, for the renovation of the 3 story portion of the existing building and demolition and removal of the one story addition to subsection that building and/or other improvements on the Property (a)(iincluding pavement, if any) above of this Section 9.2 must be in accordance and in compliance with all local, state and federal building, demolition, environmental codes, laws and ordinances and the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restrictionsite plan approval by Landlord on , easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site2015. (ic) No Alterations shall be undertaken until From and after the Lessee shall have procured and paid forEffective Date, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right from time to engage in Permitted Contests time to construct a building and/or other improvements upon the Property and to alter, renovate, add, remodel, modify, or change the building and/or other improvements upon the Property as Tenant may deem desirable and in accordance with Section 9.5Landlords ordinances. Specifically, Tenant may only demolish the one-story building upon the Property. The three-story building shall not be demolished but will be substantially renovated and rehabbed in accordance with the standards for historic rehabilitation tax credits. The building and/or other improvements upon the Property shall be and remain the property of Tenant during the Term and any Extensions of the Lease. Tenant shall not remove the building or other improvements upon the Property and after the expiration of such period shall be deemed to be an abandonment thereof, whereby title shall become vested in the Landlord. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. The Tenant shall not make, install, erect or perform in or to the Leased Premises any repairs, improvements, installations, alterations, additions or partitions (which for the purposes of this Section 26.01 shall be collectively referred to as the "Improvements") without first submitting the drawings and specifications in relation to such Improvements to the Landlord and obtaining the Landlord's prior consent in each instance, which consent shall not be unreasonably withheld. The Landlord may in its sole discretion as a condition to granting its consent require the Tenant to post with the Landlord security in an amount and type as the Landlord may in its sole discretion require. Furthermore, the Tenant must obtain the Landlord's prior written consent to any changes in such drawings or specifications submitted as aforesaid. Prior to proceeding with any Improvements, the Tenant shall pay the Landlord's and its consultants' reasonable costs incurred in reviewing such drawings and specifications and any changes thereto. The Landlord may in its sole discretion require that the Improvements be performed, in whole or in part, on behalf of the Tenant by the Landlord or contractors which the Landlord has engaged, whether on its own behalf or on behalf of the Tenant. The cost of performing the Improvements shall be paid by the Tenant to the Landlord within ten (10) days after delivery to the Tenant of an invoice therefor, on the basis of either; (a) a price agreed to by the Landlord and the Tenant prior to proceeding with any of the Improvements; or (b) failing agreement as aforesaid, a sum equal to: (i) the cost of such work plus ten percent (10%) of the cost of such work for the Landlord's overhead; plus (ii) ten percent (10%) of (i) above for the Landlord's profit. Without limiting the generality of the foregoing, all Improvements performed by or for the Tenant shall be performed by contractors and subcontractors who have been engaged or approved in advance by the Landlord and by competent workers whose labour union affiliations are compatible with those of any workers who may be employed in the Building by the Landlord, its contractors or sub-contractors. The LesseeTenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein and of all decoration and all changes in the Building, Its equipment or services necessitated thereby. The Tenant covenants that the Tenant will not suffer or permit during the Term hereof any construction or other liens for work, labour, services, or materials ordered by the Tenant or for the cost of which the Tenant may be in any way obligated, to attach to the Leased Premises or to the Building and that whenever and so often as any such liens shall attach or claims therefore shall be filed, the Tenant shall within twenty (20) days after the Tenant has notice of claim for lien procure the discharge thereof by payment or by giving security in such other manner as is or may be required or permitted by law. The Tenant shall, at the Lessee’s its own cost and expense, (i) shall make alterations, renovations, repairs, improvements take out or cause to be taken out any additional insurance reasonably required by the Landlord to protect the Landlord's and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain Tenant's interest during the period the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Sitebeing performed. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests If in accordance with this Section 9.526.01, the Tenant submits drawings and specifications for a proposed improvement to the Landlord and requests the Landlord's written consent then the Landlord shall within thirty (30) days from the date upon which the Landlord has received those drawings and specifications and requested that consent inform the Tenant whether It consents or does not consent. If the Landlord fails to so inform the Tenant, the Landlord shall be considered to have denied consent. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at Landlord shall have no construction obligation under this Lease and Tenant shall and does hereby accept the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, Premises in its current "AS-IS" condition without any improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2modifications. (b) The making Landlord shall have the right, at any time, and without any liability to Tenant, to change the arrangement and/or location of any Alterations pursuant entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, and other public parts of the Building and upon giving Tenant reasonable notice thereof, to subsection change the name, number or designation by which the Building is commonly known. (a)(ic) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make any Alterations alterations, additions or improvements without the prior written consent of Landlord. Subject to Landlord approval of specific plans and specifications, Landlord acknowledges Tenant's intent to install, at Tenant's sole cost, a dedicated server room of approximately 100 square feet in violation size with dedicated twenty-four (24) hour HVAC in a mutually agreed location within the Premises. All such alterations, additions and improvements shall be made in conformity with plans therefor approved by Landlord in writing prior to the commencement of such work and shall be performed by a tenant improvements contractor designated by Landlord. All such alterations, additions and improvements (except movable furniture, furnishings and trade fixtures) shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the expiration or earlier termination of the terms term hereof. All such alterations, additions or improvements shall, however, be made by Tenant at Tenant's sole expense. Upon termination of the Lease, or, at Landlord's option, within thirty (30) days prior to the expiration of the Lease term, Tenant shall, upon demand by Landlord, at Tenant's sole cost and expense, forthwith remove any restrictionalterations, easementadditions or improvements (except those made initially at the commencement of Tenant's possession of the Premises) made by Tenant and designated by Landlord to be removed, and repair and restore the Premises to their original condition, covenant reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant shall not be required to restore the dedicated server room. Any personal property left on or in the Premises at the expiration or earlier termination of this Lease shall be disposed of by Landlord in the manner provided by law, including, without limitation, California Civil Code Section 1980 et seq. Tenant releases Landlord of and from any and all claims and liability for damage to or destruction or loss of property left by Tenant upon the Premises at the expiration or other similar matter affecting title termination of this Lease and Tenant hereby indemnifies Landlord against any and all claims and liability with respect thereto. Tenant further waives all claims to all property (and the proceeds thereof) abandoned by Tenant and retained or binding on the Improvements or the Sitedisposed of by Landlord. (id) No Alterations Tenant shall not commence work on any alteration, addition or improvement until and unless Landlord has received at least ten (10) days notice that such work is to commence. Tenant shall immediately reimburse Landlord for any expense incurred by Landlord in reviewing and approving the plans and specifications for such work or by reason of any faulty work done by Tenant or Tenant's contractors, or by reason of delays caused by such work, or by reason of inadequate cleanup, or which is otherwise incurred by Landlord to review the plans and specifications, and monitor and inspect the progress of such work. Tenant or its contractors will in no event be allowed to make any improvements to the Premises which could possibly affect any of the Building systems or to make any structural modification to the Building without first obtaining Landlord's consent, which Landlord can withhold in its sole and absolute discretion. All work by Tenant shall be undertaken until scheduled through Landlord and shall be diligently and continuously pursued from the Lessee date of its commencement through its completion. In addition to the foregoing, and at Landlord's option, Tenant shall have procured obtain a completion and/or performance bond in a form and paid forby a surety acceptable to Landlord and in an amount not less than one and one-half (1½) times the estimated cost of such alterations, so far additions or improvements. (e) All alterations, additions and improvements to the Premises made by Tenant shall comply with both ADA as defined in Paragraph 8 of this Lease and the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join plans therefor approved in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisableadvance by Landlord; provided thatprovided, however, Landlord's approval or consent to any such joinder work shall not constitute impose any liability upon Landlord nor shall such approval infer that Landlord has expressed any opinion or made any warranty regarding the adequacy, sufficiency or legality of any such improvements. Such plans and any specifications associated therewith shall be deemed to constitute, any assumption prepared by an architect or responsibility or liability whatsoever. interior designer approved in advance by Landlord. No such work shall proceed without Landlord's prior approval of (i) Tenant's contractor(s); (ii) The Alterations certificates of insurance from a company or companies approved by Landlord, furnished to Landlord by Tenant's contractor, for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than One Million Dollars ($1,000,000) per occurrence and endorsed to show Landlord as an additional named insured, and for workers' compensation as required by law (provided, however, nothing in this subparagraph shall release Tenant of its other insurance obligations hereunder); and (iii) detailed plans and specifications for such work. All such work by Tenant shall be completed done in a good and first-class workmanlike manner and in compliance in all material respects conformity with all Applicable Laws then applicable governmental requirements, with valid building permit(s) and/or all other permits or licenses when and where required, copies of which shall be furnished to Landlord before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to Landlord, shall be promptly replaced and corrected at Tenant's expense. All such work shall comply with all rules and regulations established by Landlord to ensure the safety, cleanliness and good order of the Building and its occupants, including but not limited to those relating to usage of elevators and loading docks, establishment of off-Premises staging areas, disposal of refuse and the hours of performing operations which result in effect the creation of noise, dust and with the Insurance Requirementsodors. No such alterations, additions or improvements by Tenant shall incorporate therein any hazardous materials, as defined in Paragraph 9. (iiif) All Alterations shallNo antenna, when completedsatellite dish, microwave receiver or other receiving or transmission equipment shall be installed by Tenant in or on the roof of or about the Building or elsewhere in the common areas except with the prior written consent of Landlord. Any such a character as to not materially diminish (A) installation by Tenant shall be only the utility of the Improvements as a corporate office complex including a corporate office building particular equipment specifically approved by Landlord and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference such installation shall be limited to the Appraisal, or (C) manner and location approved by Landlord. Any such installation shall be subject to such terms and conditions as are provided by Landlord to Tenant at the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termtime Landlord approves such installation. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant at its sole cost and expense shall have the right, from time to time, to make improvements or alterations to the Premises, subject to the following conditions: (a) The Lessee, No improvement or alteration shall at any time be made which shall impair the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to structural soundness or diminish the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain value of the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2Premises. (b) The making No structural improvement or alteration involving an expenditure in excess of any Alterations pursuant to subsection Fifty Thousand and No/100 Dollars (a)(i$50,000.00) above shall be made without first obtaining Landlord's written approval of this Section 9.2 must be in compliance with the following requirements: The Lessee plans therefore; provided, such approval shall not make be unreasonably withheld, conditioned or delayed by Landlord. Tenant shall furthermore first obtain Landlord's written approval before any Alterations modification or changes are made in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Sitesuch plans after Landlord's approval thereof. (ic) No Alterations improvement or alteration shall be undertaken until the Lessee Tenant shall have procured and paid for, so far as the same may be for all required from time to time, all municipal and other governmental permits and authorizations relating to such Alterations of all the various municipal departments and other Authorities governmental subdivisions having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoeverjurisdiction. (iid) The Alterations All work done in connection with any improvements or alterations shall be completed done in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect building and zoning laws, and with the Insurance Requirementsall other laws, ordinances, rules, and requirements of any Federal, state or municipal government or agency having jurisdiction. (iiie) Tenant shall keep the Premises free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant, and Tenant shall indemnify, hold harmless and defend Landlord from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Tenant. In the event Tenant shall not, within twenty (20) days following the imposition of any such lien, cause such lien to be released of record by payment or posting a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All Alterations shallsuch sums paid by Landlord and all expenses incurred in connection therewith, when completedincluding attorneys' and experts fees and costs, shall be payable to Landlord by Tenant on demand with interest at the Default Rate from the date payment of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building obligation is due and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termpayable. (ivf) The Lessee shall have made adequate arrangements for payment Any improvements to or alteration of the cost Premises, except moveable furniture, fixtures, equipment placed by Tenant in the Building (which shall remain the property of all Alterations when due so that the Improvements and the Site Tenant), shall at all times once become the absolute property of Landlord and remain upon and be free surrendered with the Premises as a part thereof at the termination of Liens for labor and materials supplied this Lease without disturbance or claimed injury. The provisions of this Paragraph 7 do not apply to have been supplied Capital Expenditures made pursuant to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5Paragraph 8 below. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The In addition to the Lessee's obligations as Construction Agent under the Construction Agency Agreement, on and after the completion of Construction (i) the Lessee, at the Lessee’s own 's sole cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “"Alterations”") which are (A) ----------- necessary to repair or maintain the Improvements or the Site Leased Property in the condition required by Section 9.1 or this Lease and the other Operative Documents; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or advisable (C) necessary to restore the Improvements and the Site Leased Property in all material respects to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, X; and (ii) so long as no Material --------- Potential Event of Default or Event of Default has occurred occurred, the Lessee, at the Lessee's sole cost and is continuingexpense, may undertake Alterations on to the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 6.1 and subsection (b) of this Section 9.2.6.2. ----------- -------------- ----------- (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The : (i) No Structural Alterations or Alterations with a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000) shall be made or undertaken without the prior written consent of the Lessor and the Agent (which consent shall not be unreasonably withheld or delayed), except for Alterations required by Applicable Laws (provided that except in the case of an emergency, the Lessee shall not make give the Lessor and the Agent at least thirty (30) days prior written notice of such Alterations). If the Lessee reasonably expects the cost of any Alterations to exceed $250,000, the Lessee shall deliver to the Lessor and the Agent a brief written narrative of the work to be performed prior to undertaking any such Alteration. (ii) No Alterations shall be undertaken in violation of the terms of any restriction, easement, condition, covenant or other similar matter agreement (including, without limitation, the Bond Lease) affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Leased Property. The Lessee shall have procured procure when required and paid pay for, so far as the same may be required from time to time, all permits and authorizations relating with regard to such Alterations of from all municipal and other Governmental Authorities having jurisdiction over the Improvements or the Sitejurisdiction. The Lessor, at the Lessee’s 's expense, and without any liability on the part of the Lessor, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (iiiii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or by any vendor, supplier or manufacturer in order to maintain all warranties, and all Alterations must be located solely on the Land or other property used in connection with the Insurance RequirementsLeased Property as to which the Lessor has an easement, license, lease, sublease or other right or interest in real property reasonably satisfactory to Agent for a term not less than the useful life of such Alterations. (iiiiv) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) adversely affect the Fair Market Value as determined by reference Sales Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Sales Value, utility, remaining economic useful life or residual value thereof immediately prior to the Appraisal making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Modifications have a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000), the Lessor or the Agent may obtain a report from an independent engineer or engage an appraiser of nationally recognized standing, at the Lessee's sole cost and expense, to determine (by appraisal or other methods satisfactory to the Agent) the projected Fair Market Sales Value of such item of Leased Property as of the scheduled expiration date completion of the Lease TermAlterations relating thereto. (ivv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Leased Property shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteLeased Property, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all material respects with all Applicable Laws then advance by Landlord, (ii) were not built in effect and conformance with the Insurance Requirementsplans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease, Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election (i) conveyed such property to Landlord without compensation or (ii) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the property, and without liability to Tenant or any other person. Landlord shall have no duty to be a bailee of any such personal property. If Landlord elects abandonment, Tenant shall pay to Landlord, upon demand, any expenses incurred for disposition. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretowork performed, (B) the then current Fair Market Value as determined by reference to the Appraisalmaterials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (C10) days following the Fair Market Value as determined imposition of any such lien, cause the same to be released of record by reference payment or posting of a bond in a form and issued by a surety acceptable to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteLandlord, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions installations to the Leased Property Premises (hereinafter the "Work"), unless it has obtained Landlord's prior written consent, which will not be unreasonably withheld or any part thereof and substitutions and replacements therefor (collectivelydelayed. In the event Landlord consents to such Work, “Alterations”) which are (A) necessary then Tenant undertakes to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation conform to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Siteconditions stipulated hereunder. (i) No Alterations All Work shall be undertaken until the Lessee shall have procured carried out with reasonable dispatch and paid forin a good workmanlike manner and in compliance with all applicable permits, so far as the same may be required from time to timeauthorizations, building and zoning bylaws and with all permits regulations and authorizations relating to such Alterations requirements of all municipal and other Authorities competent authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.Leased Premises; (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Property shall at all times be free of Liens for labor all pledges, registered privileges and materials supplied or claimed any other encumbrances; (iii) If the cost of any Work shall be in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, Landlord may require Tenant to have been supplied furnish security reasonably satisfactory to Landlord guaranteeing the Improvements or completion of the SiteWork, other than Permitted Liens; provided, the payment of the cost thereof and that the Lessee Property is free and clear of all pledges, registered privileges and any other encumbrances; (iv) Tenant shall have maintain workmen's compensation insurance covering all persons employed in connection with the right Work and shall produce evidence of such insurance to engage in Permitted Contests in accordance Landlord and Tenant shall also maintain such general liability insurance for the protection of Landlord and Tenant upon the terms Landlord may reasonably require, as well as contractor's protective liability insurance. Tenant shall further comply with Section 9.5.all of the stipulations of the Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Alterations must Tenant shall promptly pay for all materials supplied and work done in respect of the Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be located solely due into court or directly to any such privilege claimant and the amount so paid and all expenses of the Landlord including any judicial and extrajudicial costs and attorney's fees incurred by the Landlord shall be paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and understood that no Work by or on behalf of Tenant shall be permitted which, in Landlord's reasonable judgement, may weaken or endanger the Sitestructure or adversely affect the condition or operation of the Leased Premises and/or the Property or diminish the value thereof or restrict or reduce Landlord's coverage for insurance purposes.

Improvements and Alterations. (a) a. The LesseeTenant agrees not to make any alterations, additions or improvements in or to the Premises without obtaining the Landlord's prior written consent and all such work shall be done only by contractors or tradesmen or mechanics approved in writing by the Landlord and at the Lessee’s own cost Tenant's sole expense and expense, (i) shall make at such times and in such manner as the Landlord may approve. In case any alterations, renovations, repairs, additions or improvements and additions are made to the Leased Property Premises by the Tenant, the Tenant shall at the expiration or sooner termination of this Lease restore the Premises to a reasonable state of repair, reason- able wear and tear excepted, or, if the Landlord would prefer that such alterations, additions and improvements shall remain, in which case no compensation shall be allowed to the Tenant for the same, the Landlord may require the Tenant to restore the Premises to such extent as the Landlord may deem expedient although retaining as far as possible the alterations, additions and improvements, without in any case any compensation to the Tenant therefore; b. All articles of personal property and all business and trade fixtures, machinery and equipment and furniture owned by the Tenant or installed by the Tenant in the Premises at the Tenants expense shall remain the property of the Tenant and may be removed by the Tenant at any time during the Term of this Lease, provided that the Tenant at its own expense shall repair any damage to the Premises or to the Building caused by such removal or by the original installation. The Landlord may require the Tenant to remove all or any part thereof of such prop" at the expiration or sooner termination of this Lease and substitutions such removal shall be done at the Tenant's expense and replacements therefor (collectively, “Alterations”) which are (A) necessary the Tenant shall at its own expense repair any damage to repair or maintain the Improvements Premises or the Site in Building caused by such removal or by the condition required original installation. If the Tenant does not remove its property forthwith after written notice by Section 9.1 or (B) necessary or advisable the Landlord to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, howeverthat effect, such joinder shall not constitute or property shall, if the Landlord elects, be deemed to constitute, any assumption become the Landlord's prop" or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) Landlord may remove the utility same at the expense of the Improvements as a corporate office complex including a corporate office building Tenant and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so such removal and any necessary storage charges shall be paid by the Tenant forthwith to the Landlord on demand. The Landlord shall not be responsible for any loss or damage to such prop" because of such removal; and c. The Tenant covenants with the Landlord that the Improvements and Tenant shall promptly pay all charges incurred by the Site shall at all times Tenant for any work, materials or services that may be free of Liens for labor and materials done, supplied or claimed to have been supplied performed in respect to the Improvements or Premises and shall forthwith discharge any liens at any time filed against and keep the Site, other than Permitted Liens; provided, lands and Building of which the Premises form a part free from liens and in the event that the Lessee Tenant fails to do so, the Landlord may, but shall have be under no obligation to, obtain a discharge of any such lien in the right name of the Tenant by payment or by giving security and any amount so paid together with all disbursements and costs in respect of such proceedings on a solicitor and client basis shall be forthwith due and payable by the Tenant to engage in Permitted Contests in accordance with Section 9.5. (v) the Landlord as additional rent. The Alterations must be located solely Tenant shall allow the Landlord to post and keep posted on the SitePremises any notices that the Landlord may desire to post under the provisions of the Builders Uien Act or other legislation.

Improvements and Alterations. (a) The LesseeLandlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Notwithstanding the foregoing sentence to the contrary, Tenant need not obtain Landlord’s consent for any minor, cosmetic non-structural Alterations totaling less than $50,000 in any calendar year during the Lease Term, provided Tenant otherwise complies with the provisions of this Paragraph 4 in installing such Alterations. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all advance by Landlord, (ii) were not built in material respects with all Applicable Laws then in effect and conformance with the Insurance Requirementsplans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold, condition or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Tenant shall pay to Landlord, as additional rent, the actual and reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within twenty (20) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such a character lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to not materially diminish such lien); in such case, Tenant shall reimburse Landlord for all reasonable and actual amounts so paid by Landlord in connection therewith, together with all of Landlord’s reasonable and actual costs and expenses, with interest thereon at the Default Rate (Adefined below). Tenant agrees to indemnify, defend and hold Landlord, the Premises and the Project, harmless from all claims (including all costs and expenses of defending against such claims) the utility arising or alleged to arise from any act or omission of Tenant or Tenant’s agents, employees, contractor, subcontractors, suppliers, materialmen, architects, designers, surveyors, engineers, consultants, laborers, or invitees, or arising from any bodily injury or property damage occurring or alleged to have occurred incident to any of the work to be performed by Tenant or its contractors or subcontractors with respect to the Premises, including the Tenant Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) set forth in Exhibit B to this Lease. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the then current Fair Market Value as determined expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termlaw. (ivd) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, other than Permitted Liens; providedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeAfter occupance by Tenant pursuant to the terms of this Sublease, at the Lessee’s own cost and expense, (i) Tenant shall make no alterations, renovationsadditions, repairs, or improvements and additions in or to the Premises without the prior written consent of Landlord, which shall not be withheld unreasonably. Landlord may require Tenant to provide a Completion Bond and a Bond against liens in connection with the construction of any such improvements. Tenant shall be solely responsible for any alterations required to bring the Leased Property or any part thereof and substitutions and replacements therefor (collectivelyPremises into compliance with, “Alterations”) which are (A) necessary to repair or maintain such compliance with any applicable State or Federal law or regulation, including, without limitation, the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation Americans With Disabilities Act, except to the extent that they relate to matters required pursuant by environmental laws as to Article XIIIconditions preceding this Sublease. Any permitted alterations, additions or improvements prior to Tenant's occupancy or after occupancy shall be at Tenant's sole expense. Tenant shall secure any and all governmental permits required in connection with any such work, and shall hold Landlord harmless from any and all liability (iiincluding reasonable attorney' s fees) so long as no Material Default or Event of Default has occurred resulting therefrom. All alterations, additions and is continuingimprovements (except trade fixtures, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws appliances and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee equipment which shall not make any Alterations in violation be deemed a part of the terms Premises), shall immediately become the property of Landlord without any restrictionobligation to pay Tenant therefor and shall not be removed by Tenant except as hereinafter provided. Upon the expiration or sooner termination of the term hereof, easementTenant shall, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations upon written demand by Landlord which shall be undertaken until given at least ten (10) days prior to the Lessee shall have procured and paid for, so far as end of the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessorterm, at the Lessee’s expense, shall join in the application for any such permit or authorization Tenant's sole cost and execute expense forthwith and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shalldue diligence remove any alterations, when completedadditions or improvements made by Tenant which are designated by Landlord for removal, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and repair any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference damage to the AppraisalPremises caused by such removal and, or (C) if requested by Landlord, restore the Fair Market Value as determined by reference altered Premises to the Appraisal as of the scheduled expiration date of the Lease Termits original condition. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeExcept as otherwise expressly set forth in this Lease, at the Lessee’s own cost and expenseLandlord shall have no obligation, (i) shall make alterationsof any kind or nature, renovations, repairs, improvements and additions with regard to the Leased Property construction, improvement or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain alteration of the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2Premises. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, make or allow any Alterations in violation of alterations, additions, or improvements in, on or about the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisablePremises; provided thatprovided, however, such joinder that Landlord’s consent shall not constitute be so required so long as: (a) the cost of the entire alteration (including, without limitation, design, labor and materials) is less than $50,000; (b) Tenant provides Landlord with at least ten (10) days’ prior written notice thereof; (c) all work required in connection therewith is completed in accordance with all applicable laws and with as little disruption to other Tenants within the Building as is commercially reasonable; and (d) such alterations, additions or improvements do not affect the Building systems, the structural portions of the Building or the exterior appearance of the Building or any portion thereof. All alterations permitted to be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations made hereunder by Tenant shall be completed performed in a good and workmanlike workmanlike, lien free manner and in compliance accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Prior to the commencement of any such alterations, Tenant shall obtain, or cause to be obtained, builder’s risk insurance and shall obtain public liability and worker’s compensation insurance to cover Tenant and every contractor to be employed by Tenant, and shall deliver copies of all such policies or certificates of such insurance to Landlord for written approval, which shall not be unreasonably withheld, conditioned or delayed. In the event that any mechanic’s lien is filed against the Premises or Building as a result of any such alterations or any other work or act of Tenant or its agents, Tenant, at its expense, shall discharge or bond off the same within thirty (30) days from the filing thereof. If Tenant fails to discharge or bond off said mechanic’s lien within the time provided, Landlord may, upon written notice to Tenant, bond or pay without inquiring into the validity of the merits of said lien and all sums so advanced shall be paid by Tenant on demand as Additional Rent in all material respects accordance with all Applicable Laws then Article 9 below. Any contractor or person making any alterations on behalf of Tenant must first be approved in effect and with the Insurance Requirementswriting by Landlord, which shall not be unreasonably withheld, conditioned or delayed. (iiic) All Alterations shallSubject to Landlord’s right to require removal or to elect ownership as herein provided, when completedall alterations made by Tenant to the Premises shall be the property of Tenant, but shall be of such considered to be a character as to not materially diminish (A) the utility part of the Improvements as a corporate office complex including a corporate office building Premises. Alterations shall not include Tenant’s personal property and any uses ancillary theretotrade fixtures, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Tenant shall have the right to engage remove its personal property and trade fixtures provided that Tenant repairs all damage caused by their removal. Unless Landlord gives Tenant written notice of its election to require Tenant to remove such alterations at the time consent therefor is given by Landlord, or otherwise within ten (10) days following the date on which notice thereof is given to Landlord, all alterations shall become the property of Landlord at the end of the Term. For the avoidance of doubt, in Permitted Contests no event shall Tenant be required to remove all or any portion of Landlord’s Work at the expiration or earlier termination of the Term. On the last day of the Term hereof, or on any sooner termination as set forth in accordance with Section 9.5this Lease, Tenant shall surrender the Premises (including, but not limited to, all doors, windows, floors and floor coverings, heating and air conditioning systems, plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural elements of the exterior walls, foundation and roof (collectively the “Elements of the Premises”) to Landlord in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris and Tenant’s personal property, trade fixtures and equipment; provided, however, if Landlord has not elected (as set forth above) to have Tenant remove any or all of the alterations, Tenant shall leave such alterations at the Premises in good condition and repair, ordinary wear and tear and casualty damage excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings and equipment. Damage to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. (vd) The Alterations must If this Lease is terminated due to the expiration of its Term or otherwise, and Tenant fails to remove any alterations, trade fixtures, equipment or other property required to be located solely on removed by the Siteterms of this Lease, in addition to any other remedies available to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove any such property from the Premises and store the same elsewhere at the sole expense and risk of Tenant.

Improvements and Alterations. Tenant shall, without expense to Landlord, erect or cause to be erected on the Premises a free-standing retail sales facility containing not less than 100 nor more than 000 xxxxxx xxxx xx xxxxx xxxxx xxxx (80 to 000 xxxxxx xxxx xx xxxxxx xxxxx xxxx) and such other improvements as Tenant may deem useful, including but not limited to a concrete pad to provide an appropriate base for such facility, utility connections and similar improvements. The following provisions shall apply to Tenant’s improvements: (a) The Lesseesales facility shall be consistent with the illustration on Exhibit B. At or before the time Tenant submits plans and specifications to government authorities, at Tenant shall deliver copies of such plans and specifications to Landlord for review and approval. Landlord shall promptly review the Lessee’s own cost plans and expensespecifications and shall not unreasonably withhold or delay approval. After Landlord has approved the plans and specifications, (i) they shall make alterationsnot be modified except as may be approved by Landlord or required by government authority. Tenant shall be solely responsible for obtaining all Governmental Approvals required for the construction of such improvements. If for any reason whatever, renovationsany required Governmental Approval has not been obtained within 180 days after this Lease is signed, repairs, improvements and additions then either party may terminate this Lease by notice to the Leased Property or any part thereof other within 30 days after such date and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and before such Governmental Approval is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2obtained. (b) The making of any Alterations pursuant Tenant shall be responsible for all required utilities, including but not necessarily limited to subsection (a)(i) above of this Section 9.2 must be in compliance with water, sewer, electricity and telephone. Landlord is not required to provide utility service to Tenant, but shall support Tenant’s efforts to obtain such services from utility providers, and shall permit Tenant to access utility lines within the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the SiteShopping Center if such connections are approved by utility providers. (ic) No Alterations Tenant and Tenant’s contractors shall take care to avoid disturbing existing tenants during the construction and installation of Tenant’s improvements. Tenant shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application responsible for any pavement or other repairs necessitated by such permit construction and installation, for any necessary repaving or authorization restriping and execute and deliver for any document in connection therewith, whenever such joinder is necessary additional or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, modified signage required by any assumption or responsibility or liability whatsoevergovernmental authority. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iiid) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined improvements constructed or installed by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Tenant shall at all times remain the property of Tenant and may be free removed, replaced or restored from time to time by Tenant or Tenant’s designee (including but not limited to a Registered Subtenant designated by Tenant) during the Term of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely this Lease. Any such improvements then remaining on the SitePremises may be removed by Tenant at any time within 30 days after the expiration or termination of this Lease.

Improvements and Alterations. (a) The In addition to the Lessee's obligations as Construction Agent under the Construction Agency Agreement, on and after the completion of Construction (i) the Lessee, at the Lessee’s own 's sole cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “"Alterations”") which are (A) necessary to repair or maintain ----------- the Improvements or the Site Leased Property in the condition required by Section 9.1 or this Lease and the other Operative Documents; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or advisable (C) necessary to restore the Improvements and the Site Leased Property in all material respects to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, X; and --------- (ii) so long as no Material Potential Event of Default or Event of Default has occurred occurred, the Lessee, at the Lessee's sole cost and is continuingexpense, may undertake Alterations on to the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 6.1 and subsection (b) of this Section 9.2.6.2. ----------- -------------- ----------- (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The : (i) No Structural Alterations or Alterations with a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000) shall be made or undertaken without the prior written consent of the Lessor and the Agent (which consent shall not be unreasonably withheld or delayed), except for Alterations required by Applicable Laws (provided that except in the case of an emergency, the Lessee shall not make give the Lessor and the Agent at least thirty (30) days prior written notice of such Alterations). If the Lessee reasonably expects the cost of any Alterations to exceed $250,000, the Lessee shall deliver to the Lessor and the Agent a brief written narrative of the work to be performed prior to undertaking any such Alteration. (ii) No Alterations shall be undertaken in violation of the terms of any restriction, easement, condition, covenant or other similar matter agreement (including, without limitation, the Ground Lease) affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Leased Property. The Lessee shall have procured procure when required and paid pay for, so far as the same may be required from time to time, all permits and authorizations relating with regard to such Alterations of from all municipal and other Governmental Authorities having jurisdiction over the Improvements or the Sitejurisdiction. The Lessor, at the Lessee’s 's expense, and without any liability on the part of the Lessor, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (iiiii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or by any vendor, supplier or manufacturer in order to maintain all warranties, and all Alterations must be located solely on the Land or other property used in connection with the Insurance RequirementsLeased Property as to which the Lessor has an easement, license, lease, sublease or other right or interest in real property reasonably satisfactory to Agent for a term not less than the useful life of such Alterations. (iiiiv) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) adversely affect the Fair Market Value as determined by reference Sales Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Sales Value, utility, remaining economic useful life or residual value thereof immediately prior to the Appraisal making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Modifications have a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000), the Lessor or the Agent may obtain a report from an independent engineer or engage an appraiser of nationally recognized standing, at the Lessee's sole cost and expense, to determine (by appraisal or other methods satisfactory to the Agent) the projected Fair Market Sales Value of such item of Leased Property as of the scheduled expiration date completion of the Lease TermAlterations relating thereto. (ivv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Leased Property shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteLeased Property, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. 7.01 The Tenant agrees not to make any major alterations, additions or improvements in or to the Premises, nor to erect, construct or install upon the Premises alterations or improvements in addition to those now located thereon, without obtaining the Landlord's prior written consent, such consent not to be unreasonably withheld, PROVIDED HOWEVER, that in the case of very minor alterations and improvements such consent will not be required and all such work shall be done at the Tenant's sole expense and at such times and in such manner as the Landlord may approve and in accordance with applicable municipal building by-laws and regulations. 7.02 In the event that any alterations, additions or improvements are made to the Premises by the Tenant, the Tenant shall, on the written request of the Landlord, to be delivered to the Tenant not less than three (a3) The Lesseemonths prior to the end of the Term or any extensions thereof, restore the Premises to a good rentable condition not later than FIFTEEN (15) days prior to the end of the Term or any extension thereof, PROVIDED THAT if the Landlord should prefer that such alterations, additions and improvements, other than moveable business fixtures, equipment and chattels, remain, such shall be the case and no compensation shall be allowed to the Tenant for the same, and the Landlord may require the Tenant to restore the Premises to such extent as the Landlord may reasonably require although retaining as far as possible, the alterations, additions and improvements, without in any case, any compensation to the Tenant therefor. 7.03 All business and trade fixtures, machinery and equipment, furniture and heating, ventilating and air-conditioning units owned by the Tenant or installed by the Tenant in the Premises at the Tenant's expense shall remain the property of the Tenant but may, provided the Tenant is not in default hereunder, and only with the prior written consent of the Landlord, such consent not to be unreasonably withheld, and upon such terms and conditions as may reasonably be imposed by the Landlord, be removed by the Tenant at any time during the Term, provided always that the Tenant, at the Lessee’s its own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions repair any damage to the Leased Property Premises caused by such removal or by the original installation. The Landlord may require the Tenant to remove all or any part thereof of such property at the expiration of this Lease, or any renewal or renewals thereof, and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain such removal shall be done at the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements Tenant's expense and the Site to Tenant shall, at its condition existing prior to a Casualty or Condemnation own expense, repair any damage to the extent required pursuant Premises caused by such removal. If the Tenant does not remove its property forthwith after written notice by the Landlord to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, howeverthat effect, such joinder shall not constitute or property shall, if the Landlord elects, be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good become the Landlord's property and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) Landlord may remove the utility same at the expense of the Improvements as a corporate office complex including a corporate office building Tenant and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that such removal and any necessary storage charges shall be paid by the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied Tenant forthwith to the Improvements Landlord on written demand. The Landlord shall not be responsible for any loss or the Site, other than Permitted Liens; provided, that the Lessee shall have the right damage to engage in Permitted Contests in accordance with Section 9.5such property because of such removal. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. Tenant shall not make or allow to be made (aexcept as otherwise provided in this Lease) The Lesseeany improvements, at the Lessee’s own cost and expense, alterations or physical additions (iincluding fixtures) shall make alterations, renovations, repairs, improvements and additions in or to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements Premises or the Site in Project, without first obtaining the condition required by Section 9.1 written consent of Landlord, including Landlord’s written approval of Tenant’s contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIIIdelayed, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply improvements, alterations or physical additions do not affect the Building’s structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in all material respects writing with Applicable Laws reasonable specificity to Tenant’s request for approval of plans and are consistent and comply with Section 9.1 and subsection specifications within ten (b10) business days after submission of this Section 9.2. (b) The making Tenant’s plans, Landlord’s approval therefor shall be deemed granted. Approval by Landlord of any Alterations pursuant of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Premises or the Project shall not make constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any Alterations in violation use, purpose or conditions, but such approval shall merely be the consent of the terms Landlord as required hereunder. Any and all furnishing, equipping and improving of any restriction, easement, condition, covenant or other similar matter affecting title alteration and addition to or binding on the Improvements or the Site. Premises shall be: (i) No Alterations shall be undertaken until the Lessee shall have procured made at Tenant’s sole cost, risk and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, and Tenant shall join in the application pay for any such permit or authorization and execute and deliver any document Landlord’s actual out-of-pocket third-party costs incurred in connection therewith, whenever with and as a result of such joinder is necessary alterations or advisableadditions; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed performed in a prompt good and workmanlike manner with labor and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. materials of such quality as Landlord may reasonably require; (iii) All Alterations shallconstructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to the commencement of any such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, when completed, be the performance of Landlord’s obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (iv) performed by contractors approved in writing by Landlord. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such a character as alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not materially diminish limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have been made to or in connection with the plans and specifications which were approved by Landlord, (A) the utility of the Improvements as a corporate office complex including a corporate office building such changes or change orders shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and any uses ancillary thereto, (B) Tenant shall deliver to Landlord a complete copy of the then current Fair Market Value as determined by reference “as-built” or final plans and specifications for all alterations or physical additions so made in or to the AppraisalPremises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or (C) systems, libraries or other heavy furniture or equipment within the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease TermPremises without Landlord’s prior written consent. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations, install cosmetic, non-structural Alterations which do not affect the HVAC, plumbing or electrical systems of the Building, which are not visible from the exterior of the Premises, which do not require the issuance of a permit, and which cost $25,000 or less in any calendar year. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to four percent (4%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all material respects with all Applicable Laws then advance by Landlord, (ii) were not built in effect and conformance with the Insurance Requirementsplans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If, upon the termination of this Lease, Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such a character lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to not materially diminish such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord’s costs and expenses, with interest thereon at the Default Rate (Adefined below) the utility and Tenant shall indemnify and defend each and all of the Improvements as a corporate office complex including a corporate office building and Landlord Indemnitees (defined below) against any uses ancillary theretodamages, (B) losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the then current Fair Market Value as determined expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Termlaw. (ivd) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, other than Permitted Liens; providedSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord shall deliver and Tenant shall accept the Premises in their then current "AS-IS" condition. Landlord shall have no obligation to construct, at renovate, change, modify or improve the Lessee’s own cost and expense, (i) Premises in any way prior to delivery to Tenant. Tenant shall make alterations, renovations, repairs, improvements and additions bear all obligations concerning any modifications to the Leased Property or any part thereof and substitutions and replacements therefor (collectivelyPremises, “Alterations”) all of which are (A) necessary to repair or maintain shall be conducted in accordance with the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) provisions of this Section 9.2Lease. (b) The making Landlord shall have the right, at any time, and without any liability to Tenant, to change the arrangement and/or location of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, and other public parts of the terms Building so long as such changes do not have an adverse effect upon Tenant's use and enjoyment of any restrictionthe Premises including, easementwithout limitation, conditionaccess to the Premises, covenant and subject to Paragraph 35, and upon giving Tenant reasonable notice thereof, to change the name, number or other similar matter affecting title to or binding on designation by which the Improvements or the SiteBuilding is commonly known. (ic) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. LessorTenant, at the Lessee’s Tenant's sole cost and expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed upon ten (10) days' notice to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Landlord shall have the right to engage make alterations, additions or improvements upon receipt of the prior written consent of Landlord, which consent will not be withheld, conditioned or delayed unless the making or installation of the alterations, additions, or improvements (i) adversely affects the Building Structure, (ii) adversely affects the Building Systems, (iii) affects the exterior appearance of the Building, (iv) do not comply with Applicable Laws (as defined in Permitted Contests Paragraph 8 below), or (v) unreasonably interfere with the normal and customary business operations of the other tenants in accordance the Building (individually and collectively a "Design Problem"). All such alterations, additions and improvements shall be made in conformity with plans therefor approved by Landlord in writing prior to the commencement of such work and shall be performed by a tenant improvements contractor reasonably approved by Landlord. All such alterations, additions and improvements (except movable furniture, furnishings, equipment and trade fixtures) shall become the property of Landlord upon installation. All such alterations, additions or improvements shall, however, be made by Tenant at Tenant's sole expense. Landlord may, as a condition to the installation thereof and if such request is made concurrently with the approval of the plans and specifications therefore, require Tenant to remove any such alterations, additions or improvements at its sole cost and expense, it being agreed and understood that in no event will Tenant have any obligation to remove any such alterations unless, in Landlord's reasonable judgment, they do not qualify as standard office-type tenant improvements and notifies Tenant of such determination at the time Landlord approves Tenant's plans with respect to same. Notwithstanding anything to the contrary set forth herein, Tenant shall not be required to obtain Landlord's prior consent with respect to any strictly cosmetic work performed within the Premises by Tenant, such as the installation of wall coverings or floor coverings. Such alterations, additions, and improvements to the Premises made by or for Tenant following the date on which Tenant first occupies the Premises are collectively called "Alterations." All such Alterations shall be made in conformity with the --------------------------------- Landlord's Tenant's Initials Initials --------------------------------- --------------------------------- requirements of Paragraph 6 below. Once the Alterations have been completed, such Alterations shall thereafter be included in the designation of Tenant Improvements and shall be treated as Tenant Improvements. Upon termination of the Lease, or, at Landlord's option, within thirty (30) days prior to the expiration of the Lease term, Tenant shall, upon demand by Landlord, at Tenant's sole cost and expense, forthwith remove any alterations, additions or improvements (except those existing as of the Commencement Date of this Lease) made by Tenant and designated by Landlord to be removed concurrently with the approval of the plans and specifications thereof (to the extent the same do not qualify as standard office-type tenant improvements), and repair and restore the Premises to their original condition, reasonable wear and tear excepted. Any personal property left on or in the Premises at the expiration or earlier termination of this Lease shall be disposed of by Landlord in the manner provided by law, including, without limitation, California Civil Code Section 9.51980 et seq. Tenant releases Landlord of and from any and all claims and ------- liability for damage to or destruction or loss of property left by Tenant upon the Premises at the expiration or other termination of this Lease and Tenant hereby indemnifies Landlord against any and all claims and liability with respect thereto. Tenant further waives all claims to all property (and the proceeds thereof) abandoned by Tenant and retained or disposed of by Landlord. (vd) The Alterations must Tenant shall not commence work on any alteration, addition or improvement until and unless Landlord has received at least ten (10) days notice that such work is to commence. Tenant shall reimburse Landlord for any actual, reasonable and documented out-of-pocket expense incurred by consultants on behalf of Landlord in reviewing and approving the plans and specifications for such work or by reason of any faulty work done by Tenant or Tenant's contractors or by reason of inadequate cleanup. Tenant or its contractors will in no event be located solely allowed to make any improvements to the Premises which could possibly adversely affect any of the Building Systems or Building Structure without first obtaining Landlord's consent, which Landlord can withhold in its sole and absolute discretion. All work by Tenant shall be scheduled through Landlord and shall be diligently and continuously pursued from the date of its commencement through its completion. In addition to the foregoing, and at Landlord's option, Tenant shall obtain a completion and/or performance bond in a form and by a surety acceptable to Landlord and in an amount not less than one and one-half (1 1/2) times the estimated cost of such alterations, additions or improvements. (e) All alterations, additions and improvements to the Premises made by Tenant shall comply with both ADA as defined in Paragraph 8 of this Lease and with the plans therefor approved in advance by Landlord; provided, however, Landlord's approval or consent to any such work shall not impose any liability upon Landlord nor shall such approval imply that Landlord has expressed any opinion or made any warranty regarding the adequacy, sufficiency or legality of any such improvements. Such plans and any specifications associated therewith shall be prepared by an architect or interior designer reasonably approved in advance by Landlord. No such work shall proceed without Landlord's prior approval of (i) Tenant's contractor(s); (ii) certificates of insurance from a company or companies approved by Landlord, furnished to Landlord by Tenant's contractor, for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than One Million Dollars ($1,000,000) per occurrence and endorsed to show Landlord as an additional named insured, and for workers' compensation as required by law (provided, however, nothing in this subparagraph shall release Tenant of its other insurance obligations hereunder) and the normal and customary contingent liability and builders risk insurance; and (iii) detailed plans and specifications for such work. All such work by Tenant shall be done in a first-class workmanlike manner and in conformity with all applicable governmental requirements, with valid building permit(s) and/or all other permits or licenses when and where required, copies of which shall be furnished to Landlord before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to Landlord, shall be promptly replaced and corrected at Tenant's expense. All such work shall comply with all rules and regulations reasonably established by Landlord to ensure the safety, cleanliness and good order of the Building and its occupants, including but not limited to those relating to usage of elevators and loading docks, establishment of off-Premises staging areas, disposal of -------------------------- Landlord's Tenant's Initials Initials -------------------------- -------------------------- refuse and the hours of performing operations which result in the creation of noise, dust and odors. No such alterations, additions or improvements by Tenant shall incorporate therein any Hazardous Materials, as defined in Paragraph 9. (f) No antenna, satellite dish, microwave receiver or other receiving or transmission equipment shall be installed by Tenant in or on the Siteroof of or about the Building or elsewhere in the common areas except with the prior written consent of Landlord, which consent may be given or withheld by Landlord in its sole and absolute discretion. Any such installation by Tenant shall be only the particular equipment specifically approved by Landlord and any such installation shall be limited to the manner and location approved by Landlord. Any such installation shall be subject to such terms and conditions as are provided by Landlord to Tenant at the time Landlord approves such installation.

Improvements and Alterations. (a) The Lessee9.1.1 Tenant, at the Lessee’s own cost and expenseits employees, (i) agents, licensees, or contractors shall not make or install any alterations, renovationsimprovements, repairsadditions, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor fixtures (collectively, “AlterationsImprovements”) that affect the exterior or interior of the Premises or any structural, mechanical, or electrical component of the Premises, or xxxx, paint, drill, or in any way deface any floors, walls, ceilings, partitions, or any wood, stone, or iron work, without Landlord’s consent, which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restrictionbe unreasonably withheld, easementconditioned or delayed. Tenant shall employ all reasonably necessary design professionals, condition(“Architects” and/or “Engineers”) and responsible licensed California contractor(s) (“Contractor”) (subject to Landlord’s commercially reasonably approval which may be nonunion), covenant to construct its Tenant Improvements, subject to applicable code requirements and local regulations and subject to Landlord’s consent which shall not be unreasonably withheld, conditioned, or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations delayed except that no such consent shall be undertaken until the Lessee shall have procured and paid forrequired for Tenant to conduct minor, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the non-structural Improvements or the Sitecosting not more than $10,000. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Landlord shall have the right to engage review and approve, which shall not be unreasonably withheld, conditioned, or delayed, all improvements made to the Premises as part of any Tenant Improvements, including being provided at no cost with proposed and final as-built detailed plans, which approval shall not be unreasonably withheld, conditioned, or delayed. Before commencing any work on the Premises and/or in Permitted Contests or on the Building, Tenant’s contractor shall obtain construction liability insurance in accordance a form and policy amount reasonably acceptable to Landlord and shall name Landlord as an additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain construction liability insurance naming Landlord as additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain worker’s compensation insurance consistent with the type and form of insurance required to be procured by Tenant as provided in Section 9.510. Additionally, at the conclusion of all Improvements made to the Premises, Tenant shall cause its Architect and Contractor to update all working drawings as necessary to reflect all changes made to the working drawings during the course of construction of Tenant’s Improvements, to certify to the best of their knowledge that the “record-set” of drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and to deliver to Landlord one (1) set of CAD “record-set” drawings within 90 days following issuance of a certificate of occupancy for the Premises, and (b) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements. 9.1.2 All Improvements to the Premises will be at Tenant’s option (vsubject to Landlord’s consent as provided in this Section 9.1.1) and at Tenant’s sole cost other than Landlord’s Work described in the Special Lease Terms and as provided in Sections 9.3 and 9.4 below. Tenant will indemnify and defend Landlord for all liens, claims, or damages caused by such Improvements by Tenant, but not in connection with any of Landlord’s Work. Tenant will and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless Landlord Indemnified Parties (as defined in Section 20.1 below) from and against all liabilities, damages, claims, losses, penalties, judgments, charges, and expenses (including reasonable attorneys’ fees, costs of court, and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (a) any act of negligence or failure of Tenant to comply with the terms of this Section of the Lease; and (b) any lien, claim, or damage caused by the Tenant Improvements, except as due to the gross negligence or willful misconduct of Landlord or its representatives. The Alterations must be located solely parties agree that the obligations of this Section of the Lease shall survive the expiration or earlier termination of the Lease. 9.1.3 Tenant shall give Landlord not less than ten (10) days’ advanced written notice of the date of commencement of any construction work on the SitePremises so that Landlord can post notices of nonresponsibility. 9.1.4 Any and all Improvements effected by Tenant shall be constructed, installed or performed in a professional workmanlike manner, by licensed contractors retained by Tenant, in compliance with all applicable statutes, codes, rules and regulations, and Tenant or Tenant’s contractors shall obtain all permits and approvals of government agencies required by applicable laws in connection therewith. 9.1.5 All Improvements (except Tenant’s trade fixtures, furniture, personalty and equipment) that may be made or installed upon Premises by either Landlord or Tenant and that in any manner are attached to the floors, walls, or ceilings, shall be the property of Landlord, and, at the termination of this Lease, shall remain upon and be surrendered with the Premises as a part of the Premises, without disturbance or injury unless Landlord, by written notice provided to Tenant at the time Landlord approves of such Improvements (which notice Landlord shall be obligated to provide at such time), requires same to be removed or returned to their original condition prior to the Improvements (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted). Tenant shall repair any damage to the Premises occasioned by the removal of its trade fixtures. If Landlord notifies Tenant at the time that it gives its consent to any Improvements requested by Tenant that Tenant must remove such Improvements or restore the Premises to its original condition at the end of the Term (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted), Tenant shall remove and/or restore the same, at Tenant’s expense, upon the termination of this Lease, and Tenant shall, forthwith and with all due diligence at Tenant’s sole cost and expense remove such Improvements, restore the Premises to their original condition (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted), and repair any damage to the Premises or Building caused by such removal or restoration. Notwithstanding anything to the contrary specified herein and for the avoidance of doubt, Tenant shall not be responsible for or obligated to remove and/or restore any of Landlord’s Work or any of the Initial Tenant Improvements at the end of the Term.

Improvements and Alterations. (a) The Lessee, Tenant shall have the right to make at the Lessee’s its own cost and expense, (i) with the prior written consent of the Landlord, which consent shall make alterationsnot be unreasonably withheld, renovationsadditions, repairs, improvements alterations and additions to changes in the Leased Property Premises provided, however, that no structural alterations and no construction of new or any part thereof additional buildings or structures shall be commenced except with the prior written consent of Landlord and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations except on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation conditions (such structural alterations and construction of new or additional buildings or structures being hereinafter referred to as the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site"work"). (i) No Alterations Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. If such plans and specifications are approved, all work shall be undertaken until carried out in compliance with the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever.same; (ii) The Alterations value of the Leased Premises shall not, as a result of any work proposed to be carried on by Tenant, be less than the value of the Leased Premises before the commencement of such work and Landlord shall be completed the sole judge of such value; (iii) All work shall be carried out with reasonable dispatch and in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect applicable permits, authorizations, building and zoning by-laws and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building all regulations and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term.[ILLEGIBLE] (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site Leased Premises shall at all times be free of Liens for labor all conditional bills of sale, pledges, registered privileges, workmen's and materials supplied or claimed to have been supplied to the Improvements or the Site, suppliers liens and other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5.similar liens and charges; (v) The Alterations must If the cost of any work shall be located solely in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, Landlord may require Tenant to furnish security reasonably satisfactory to Landlord guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workmen's and suppliers' liens and other similar liens and charges; (vi) Tenant shall maintain Workmen's Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may reasonably require; (vii) all work, then completed, shall be comprised in, and form part of, the Leased Premises and shall be subject to all the provisions of this lease and Tenant shall not have any right to claim compensation therefor and the same shall not be removed by Tenant on termination of this lease. Landlord may, at its sole option and discretion submit a bid for the Siteperformance of the Work approved by Landlord. If Tenant does not select Landlord's bid, Tenant shall be obliged to pay to Landlord all of Landlord's costs, overhead, administration in the review and approval of such work, as well as, all costs associated with architectural or engineering consultants, preparation or amendment of plans, the whole subject to an upper maximum cap equivalent to ten percent (10%) of the value of the Work and subject to a minimum charge of two thousand dollars ($2,000.00).

Improvements and Alterations. (a) The LesseeLandlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises after the Tenant Improvements are substantially completed by Landlord (“Alterations”) shall be subject to Landlord’s prior written consent. Notwithstanding the foregoing, provided Tenant otherwise complies with the provisions of this Xxxxxxxxx 0, Xxxxxxxx’s consent shall not be required for any Alterations costing less than $30,000. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant’s sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in compliance its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in all material respects with all Applicable Laws then advance by Landlord, (ii) were not built in effect and conformance with the Insurance Requirementsplans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations;(ii) final lien waivers from all such contractors and subcontractors; (iii) a complete set of “As-Built” building plans (if applicable); and (iv) a Certificate of Occupancy for the Premises (if applicable). (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary theretowork performed, (B) the then current Fair Market Value as determined by reference to the Appraisalmaterials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (C10) days following the Fair Market Value as determined imposition of any such lien, cause the same to be released of record by reference payment or posting of a bond in a form and issued by a surety acceptable to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the SiteLandlord, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord’s costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeTenant shall have the right, at the Lessee’s own its sole cost and expense, (i) to make changes or alterations to the premises; provided, however, that in all cases any such changes or alterations shall be made subject to the following conditions, which Xxxxxx agrees to observe and perform: a. Tenant shall make no alterations in or additions to the premises without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld; and Xxxxxx shall notify Landlord at least ten (10) business days in advance of any alterations in or additions to the premises which Xxxxxx proposes to make. Tenant shall post notice pursuant to the Colorado Mechanics Lien Act so that any lien recorded against the property of which the premises are a part does not attach to Landlord’s interest. b. If Landlord permits persons requested by Tenant to perform any alterations, renovations, repairs, improvements and modifications or additions to the Leased Property premises, then prior to the commencement of any such work, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in Colorado evidencing that workers’ compensation insurance, public liability insurance and property damage insurance, all in amounts, with companies and on forms satisfactory to Landlord, are in force and maintained by all such contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured and shall provide that the same may not be canceled or modified without thirty (30) days prior written notice to Landlord. c. All such alterations, additions or improvements shall be made at Tenant’s sole cost and expense and, except for the furniture and trade fixtures or except as otherwise provided herein, shall become the property of Landlord and shall be surrendered with the premises, as a part thereof, at the end of the term hereof. Landlord and Tenant agree to walk through the premises on a date which is not more than forty- five (45) days prior to the end of the term, to examine the improvements and alterations made by Tenant in the premises. Landlord may within ten (10) days after such examination of the premises by written notice to Tenant require Tenant to remove all or any part thereof of the improvements or alterations installed by Tenant and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation any damage to the extent required pursuant to Article XIII, premises resulting from such removal. Tenant shall construct such improvements or alterations in conformance with any and (ii) so long as no Material Default or Event of Default has occurred all applicable rules and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making regulations of any Alterations pursuant to subsection federal, state, or municipal code or ordinance. At least ten (a)(i10) above of this Section 9.2 must be in compliance with days before the following requirements: The Lessee shall not make any Alterations in violation of the terms commencement of any restrictionsuch work, easement, condition, covenant or other similar matter affecting title Xxxxxx agrees to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured provide Landlord with lien waivers from all persons performing such work and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document materialmen providing materials used in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or which waivers may be deemed to constitute, any assumption or responsibility or liability whatsoeverconditioned upon payment. d. Tenant shall, at Tenant’s sole cost and expense, be responsible for any alterations, modifications or improvements to the premises, and the acquisition of any auxiliary aids, required under Title III of the Americans With Disabilities Act (“ADA”), including all alterations, modifications, or improvements required: (i) as a result of Tenant being a “Public Accommodation” (as defined in the ADA); (ii) The Alterations shall be completed as a result of the premises being a “Commercial Facility” (as defined in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. ADA); (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and result of any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference leasehold improvements made to the Appraisalpremises by, or on behalf of, Tenant (C) the Fair Market Value as determined by reference whether or not Landlord’s consent to the Appraisal as of the scheduled expiration date of the Lease Term. such leasehold improvements was obtained); or (iv) The Lessee shall have made adequate arrangements for payment as a result of the cost employment by Tenant of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance any individual with Section 9.5a disability. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) Lessee shall have no right to make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations alterations on the Leased Property so long as such Alterations comply Premises, except in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance conformity with the following requirements: conditions: A. No improvements or alterations shall at any time be made which shall effect the structure, impair the structural soundness or diminish the value to the Building. B. No improvements or alterations shall be made at any time without first obtaining the Lessor’s written approval of the plans and specifications therefor, but such approval shall not be unreasonably withheld by the Lessor. The Lessee shall not make furthermore first obtain the Lessor’s written approval before any Alterations modification or changes are made in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Sitesuch plans and specifications after Lessor’s approval thereof. (i) C. No Alterations improvements or alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be for all required from time to time, all municipal and other governmental permits and authorizations relating to such Alterations of all the various municipal departments and other Authorities government subdivisions having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document jurisdiction. D. All work done in connection therewith, whenever such joinder is necessary with any improvements or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations alterations shall be completed done by a properly licensed contractor who has been approved by the Lessor. All work shall be performed in a good and workmanlike workmanship manner and in compliance in all material respects with all Applicable Laws then in effect Building and zoning laws, and with the Insurance Requirementsall other laws, ordinances, rules, regulations and requirements of any federal, state or municipal government or agency having jurisdiction and shall be promptly paid for and completed free of all mechanic’s or materialmen’s liens. No work shall be commenced until Lessee shall have delivered lien waivers to Lessor signed by all contractors of Lessee. E. Any improvement or alteration to the Premises, except movable furniture, trade fixtures and medical equipment, shall at once become the absolute property (iiiexcept Lessee shall list Leasehold improvements for ad valorem taxes) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements Lessor and remain upon and be surrendered with the Premises as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) part thereof at the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date termination of the Lease Termwithout disturbance or injury. The exception to this section shall be that contained in Exhibit IV Paragraph 2. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The Lessee, Tenant at the Lessee’s own its cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage make, without Landlord’s consent, alterations and improvements to the premises. In making any alterations or improvements, Tenant shall comply with the following: 1. Tenant shall submit reasonably detailed final plans and specifications and working drawings of the proposed alterations and improvements and the name of its contractor at least 30 days before the date it intends to commence the alterations. 2. The alterations shall not be commenced until 15 days after Landlord has received notice from Tenant stating the date the installation of the alterations and improvements are to commence so that Landlord can post and record an appropriate notice of nonresponsibility. 3. The alterations and improvements shall be approved by all appropriate government agencies, and all applicable permits and authorizations shall be obtained before commencement of the alterations. 4. All alterations and improvements shall be completed with due diligence in Permitted Contests compliance with the plans and specifications and working drawings and all applicable laws. 5. Before commencing the alterations and improvements and at all times during construction, Tenant’s contractor shall maintain insurance as herein provided. 6. If the estimated cost of the alterations and improvements exceeds $10,000, before the commencement of the alterations Tenant at its cost shall furnish to Landlord a performance and completion bond issued by an insurance company qualified to do business in Nevada in a sum equal to the cost of the alterations and improvements (as determined by the construction contract between Tenant and its contractor) guaranteeing the completion of the alterations and improvements free and clear of all liens and other charges, and in accordance with Section 9.5the plans and specifications. (v) The Alterations must 7. Any alterations and improvements made shall remain on and be located solely surrendered with the premises on expiration or termination of the Siteterm, except that Landlord can elect within 90 days before the expiration of the term, or within 10 days after termination of the term, to require Tenant to remove any alterations and improvements, whether underground or above ground, that Tenant has made to the premises and restore the same to their original condition as a paved, street-level parking area. If landlord so elects, Tenant at its cost shall restore the premises to the condition designated by Landlord in its election, before the last day of the term, or within 30 days after notice of election is given, whichever is later.

Improvements and Alterations. (a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee Tenant shall not make or allow any Alterations ----------------------------- alterations, additions or improvements to the Premises without first obtaining the written consent of Landlord. Any alterations, additions, or improvements made to the Premises at the expense of Tenant, including but not limited to, wall covering, carpeting or other floor covering, paneling and built-in violation cabinets shall be deemed a part of the terms real estate and the property of Landlord and shall be surrendered with the Premises unless Landlord, by notice given to Tenant no later than thirty (30) days prior to the end of the Term, shall elect to have Tenant remove such alterations, additions, or improvements. Tenant shall thereupon accomplish such removal at its sole cost and repair any restriction, easement, condition, covenant or other similar matter affecting title damage to or binding on the Improvements Premises or the Site. (i) No Alterations Building of which the Premises may be a part caused by such removal. In the event that Landlord consents in writing to any alterations, additions, or improvements to the Premises by Tenant, they shall be undertaken until made at the Lessee sole cost of Tenant by licensed contractors or workmen approved by Landlord. Tenant shall have procured secure all appropriate governmental approvals and paid for, so far as the same may be required from time to time, all permits and authorizations relating to shall complete such Alterations of all municipal and other Authorities having jurisdiction over the Improvements alterations with due diligence. Any consent or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder approval given by Landlord hereunder shall not constitute give rise to rights to third parties to file mechanic's or be deemed materialman's liens, nor waive Landlord's prohibition against such liens, nor GROSS LEASE (CALIFORNIA) in any manner abrogate that Section of this Lease requiring Tenant to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be keep Premises free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with Section 9.5liens. (v) The Alterations must be located solely on the Site.

Improvements and Alterations. (a) The LesseeLandlord's sole initial construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises ("Alterations") shall be subject to Landlord's prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing to the contrary, Tenant shall not make (i) any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions to the Premises which (a) will adversely impact the Building's mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord's prior written consent or approval to such Alterations (which consent or approval shall be in the Landlord's sole and absolute discretion). Notwithstanding anything herein to the contrary, Tenant, may, without Landlord's prior consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations promulgated in accordance with Section 19(t), install cosmetic, non-structural alterations to the interior of the Premises costing $25,000.00 or less in any calendar year, provided the same do not affect the Building systems, including, without limitation, the mechanical, electrical, plumbing or life-safety systems of the Building. Tenant shall cause, at the Lessee’s own its sole cost and expense, (i) all Alterations to comply with insurance requirements and with Laws and shall make alterationsconstruct, renovationsat its sole cost and expense, repairs, improvements and additions to the Leased Property any alteration or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the condition modification required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to Laws as a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) The making result of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in Alterations, unless such compliance with the following requirements: The Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Improvements or the Site. (i) No Laws is otherwise Landlord's obligation under this Lease. All Alterations shall be undertaken until the Lessee shall have procured constructed at Tenant's sole cost and paid for, so far as the same may be required from time to time, all permits expense and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Lessor, at the Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. If the improvements or Alterations require the issuance of a building permit, then all plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. If Landlord does not notify Tenant in compliance writing of any specific obligations thereto within twenty (20) days after Landlord's receipt of such plans and specifications, Landlord will be deemed to have approved such plans and specifications as submitted. Landlord may monitor construction of the Alterations. Landlord's right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were required to be consented to by Landlord but were not approved in advance by Landlord, (ii) N/A or (iii) Landlord specified in writing during its review of plans and specifications that such Alterations would need to be removed by Tenant upon the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all material respects with all Applicable Laws of such Alterations from the Premises, then Tenant, at Tenant's sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition after completion of the Tenant Improvements and not including subsequent improvements that Tenant is not required to remove, reasonable wear and tear, repairs which are the responsibility of Landlord, repairs which are covered by Landlord's insurance and damage due to fire or other casualty or condemnation excepted. Any Alterations remaining in effect and the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord. Tenant shall provide Landlord with the Insurance Requirementsidentities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord's reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (iiic) All Alterations shallTenant shall keep the Premises, when completedthe Building and the Project free from any and all liens arising out of any Alterations, be of such a character as to not materially diminish work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within thirty (A30) the utility days following written notice from Landlord of the Improvements as imposition of any such lien, cause the same to be released of record by payment or posting of a corporate office complex including a corporate office building and any uses ancillary theretobond, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee Landlord shall have the right right, but not the obligation, to engage cause such lien to be released by such means as it shall reasonably deem proper (including payment of or defense against the claim giving rise to such lien); in Permitted Contests such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in accordance connection therewith, together with Section 9.5all of Landlord's reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant's indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (v) The Alterations must be located solely on the Site.