Common use of Improvements and Alterations Clause in Contracts

Improvements and Alterations. (a) Landlord'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, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be 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 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 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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 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 Work Letter attached hereto 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 Exhibit "B"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) Tenant 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 alterationsAlterations in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises (collectively, "Alterations") without Improvements or the Site. (i) No Alterations shall be undertaken until the prior written consent of LandlordLessee shall have procured and paid for, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations so far as the same may be imposed by Landlord 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. Without limiting the foregoing, Landlord may requireLessor, 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 Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in 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 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 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 application 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 permit or posting of a bond in a form authorization 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together 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 Landlord's costs 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 expensesany 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 interest thereon at Section 9.5. (v) The Alterations must be located solely on the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is The Lessor agrees to furnish the demised premises to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be 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 Schedule "C" attached hereto. All Alterations The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and 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, improvements, 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, alterations, improvements, partitions, or changes of whatsoever kind shall be made by Tenantwithout the written consent of the Lessor first had and obtained, at Tenant's sole cost such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made in a good and expenseworkmanlike manner with new, first-class materials and shall be diligently prosecuted 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 or to completion. The cost the demised premises at any time before or after the taking of any modifications of Project improvements outside possession by the Lessee, by the Lessee or inside the Lessor, shall immediately become the property of the Premises required by any governmental agency as a condition or Lessor and form part of the result of Tenant's Alterations demised premises and the building and shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of earlier termination this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part to the same condition in which they were at the time of the entering into of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached exceptions to the Premises), in which case, such Alterations Lessee's repair obligations only excepted. The Lessee shall become the property of Landlord, or (ii) promptly not remove any or all furniture, leasehold improvements, fixtures, chattels of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore any kind from the Premises to its original condition as demised premises without the prior consent of the date of substantial completion of the Tenant Work, reasonable wear Lessor and tear excepteduntil all rents and other monies due are fully paid. (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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Except with respect to Landlord's sole construction obligation under this Lease is ’s repair and maintenance obligations set forth in Paragraph 5(a) below, Landlord shall deliver the Work Letter attached hereto as Exhibit "B"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. (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 or improvements to the Premises which (collectivelya) will adversely impact the Building’s mechanical, "Alterations"electrical or heating, ventilation or air conditioning systems, or (b) without 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) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timebeing a “Design Condition”). Without limiting the foregoing, Landlord may requireTenant 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 minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for 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 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. Any 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 person making such Alterations shall first 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 approved in writing performed by contractors designated by Landlord. Upon 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 earlier 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 may elect requires Tenant to have Tenant either (i) surrender with the Premises any or all 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 removedfrom the Premises, in which casethen 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 date of substantial completion of the Tenant WorkCommencement 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 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 any calendar year. (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 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 ’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 Parties (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.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth Tenant may place such partitions, fixtures (including light fixtures), personal property, equipment, machinery and the like (subject to Section VII) in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterationsPremises and may make, additions or at its own expense, such improvements and alterations pursuant to the Premises (collectively, "Alterations") without (i) Plans and Specifications that have the prior written consent approval of LandlordLandlord in each instance, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations which approval as to any non-structural items shall not be unreasonably withheld or delayed but which as to structural items may be imposed granted or denied in Landlord’s sole discretion, provided that all work done by Landlord from time to time. Without limiting Tenant in the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be made by Tenantdone in accordance with all zoning, at Tenant's sole cost building, fire and expenseother codes applicable thereto. When Tenant submits Plans and Specifications for approval, and it shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside also list separately or inside otherwise clearly indicate all elements of the Premises required by any governmental agency as a condition proposed work that Tenant desires to retain the right to remove from the Premises, during 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 at expiration of earlier termination the term of this Lease, Landlord may elect and as part of its response to have Tenant either (i) surrender with the Premises any or all of Alterations as LandlordTenant’s submission, Landlord shall determine (except trade fixtures make any objections it has to such list and shall also list or otherwise indicate such elements of the proposed work as Landlord retains the right to require Tenant to remove at the expiration or earlier termination of the term of this Lease. So long as Tenant is not then in default under the Lease, Tenant shall have the right to 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 a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises), in which case, such Alterations . Tenant shall become be responsible for any damage to the Building or to the property of Landlord, other tenants caused by the malfunction of its equipment or (ii) promptly remove any or all the removal of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition property as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedaforesaid. (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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be ---------------------------- made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior 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 (ii) compliance with 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 nondiscriminatory requirements concerning such Alterations as may be imposed approval in its sole discretion). Approval by Landlord from time of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe 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. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth Except as otherwise expressly provided in Exhibit "C" E attached hereto. All Alterations , any and all furnishing, equipping and improving of or other alteration and addition to the Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord's reasonable costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a good and workmanlike 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 completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Upon 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 expiration 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 earlier termination 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, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing provisions of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the PremisesSection 6.1(b), 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 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, notify Landlord shall have the rightof, but shall not the obligation, be obligated 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 amounts so paid by Landlord in connection therewith, together with all of obtain Landlord's prior consent for any improvement, alteration or physical addition which costs less than $20,000.00 and expensesdoes not affect the Building's structure or the Building's HVAC, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein electrical or by lawplumbing systems.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in 7.1 Initial improvements to the Work Letter attached hereto as Premises shall be governed by the provisions of Exhibit "B" attached thereto and hereby made a part hereof (the ". (bWork Agreement") and 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 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, 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, additions or improvements which might or could affect the structure of the Building or to the mechanical or electrical systems of the Building or which are visible from the exterior of the Premises (collectively, "Alterations") without (i) or which interfere with or disrupt other tenants in the prior written consent of Landlord, and (ii) compliance Building or with such nondiscriminatory requirements concerning such Alterations as may be imposed any work then being carried out therein by Landlord from time to timeor its contractors. Without limiting the foregoingAny alterations, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations additions or improvements desired by Tenant shall be made by Tenant, at Tenant's sole cost and expenseexpense in compliance with Section 9 below and in accordance with plans and specifications, and shall be diligently prosecuted pursuant to completion. The cost of any modifications of Project improvements outside or inside of the Premises required governmental permits, approved in advance by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by TenantLandlord. Any contractor or person making such Alterations shall first selected by Tenant to make same must be bondable and licensed and be approved in writing advance by Landlord and must provide insurance coverage acceptable to Landlord. Such work shall be performed by union labor unless Landlord determines that the 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 be made by Landlord or its contractors for Tenant's account, and Tenant shall pay the cost thereof to Landlord prior to Landlord's contracting for such work; provided, however, that Landlord's price shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, therefore obtained by Tenant and communicated to Landlord. Upon the expiration completion of earlier termination of this Leaseany alterations, Landlord may elect to have Tenant either (i) surrender with the Premises any additions or all 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 caseimprovements, Tenant shall repair furnish Landlord a set of "as built" plans and restore the Premises to its original condition as of the date of substantial completion of the Tenant Workspecifications therefor, 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 notand, within ten (10I 0) days following the imposition of any after 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 lien); in such casecompletion, Tenant shall reimburse Landlord for cause an appropriate notice of completion to be recorded in the office of the Clerk of Circuit Court of the First Circuit, State of Hawaii, pursuant to Section 507-43, Hawaii Revised Statutes, as amended. Tenant shall cause all amounts so paid by Landlord such alterations, additions or improvements to be completed in connection therewitha good, together workmanlike, diligent, prompt and expeditious manner in compliance with all of applicable laws. Landlord's costs approval of Tenant's plans and expenses, with interest thereon at the Default Rate (defined below). Such rights specifications shall not constitute a representation or warranty of Landlord as to the adequacy thereof or compliance thereof with applicable laws. Tenant shall be in addition pay to all other remedies provided herein Landlord a fee equal to ten percent (10%) of the total cost of the subject work for reviewing Tenant's plans and specifications and Landlord's coordination, scheduling and review of subject work, regardless of whether Landlord or by lawTenant contracts for such work.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Except 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 Work Letter attached hereto as Exhibit "B"Premises by Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall be responsible, at 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. (bi) Except as otherwise expressly set forth herein, Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "“Alterations"”) without (i) the prior written consent of Landlord. Any such Alterations (except Tenant’s Property) shall (1) at once become a part of the realty and belong to Landlord, and (ii2) compliance with such nondiscriminatory requirements concerning such Alterations as may be 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 ’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 termination of this Lease, upon such termination or expiration Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, and forthwith remove such Alterations. Tenant shall not be diligently prosecuted required to completion. The cost remove any Alterations permitted to be made without Landlord consent. (ii) Notwithstanding the provisions of any modifications of Project improvements outside Section 8(b)(i) or inside of (c) to the contrary, ▇▇▇▇▇▇▇▇’s consent shall not be required with respect to non-material, nonstructural interior Alterations to the Premises required by and Landlord will not unreasonably withhold its consent to any governmental agency as a condition material non-structural or structural interior Alterations to the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall Premises, provided notice is first be approved given in writing by Tenant to Landlord. Upon the expiration of earlier termination For purposes of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the PremisesSection 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 caseinvolves the fire or life safety systems, such Alterations 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 the Landlord’s property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord pursuant to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedSection 8(b). (c) Any repairs made pursuant to Section 7(b) hereof or Alterations and improvements made pursuant to this Section 8 by ▇▇▇▇▇▇ 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) 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 Alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall keep be made and performed (i) in the Premisescase 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 Project free from any mechanical and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantelectrical systems thereof. 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid Landlord’s reasonable costs of third party review of ▇▇▇▇▇▇’s proposed structural alterations or those to the mechanical or electrical systems. (d) ▇▇▇▇▇▇ expects, on or around December 31, 2015, to take occupancy of the Premises and substantially complete a buildout of the eighth floor of the Premises in accordance with plans and specifications which have been approved by Landlord, subject to delays caused by Landlord in connection therewith, together with all or its property manager and delays due to force majeure events. The estimated cost of Landlord's costs and expenses, with interest thereon at Tenant’s buildout of the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawentire Premises is [***].

Improvements and Alterations. (a) Except as expressly provided otherwise in this Lease, including without limitation, Exhibit B, latent defects and Landlord's ’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. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) the prior written consent of Landlordcomply with all applicable laws, ordinances, rules and regulations; (ii) compliance are compatible with such nondiscriminatory 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 its sole cost and expense, all Alterations to comply with commercially reasonable insurance requirements concerning such and with Laws and shall construct, at its sole cost and expense, any alteration or modification required in the Premises by Laws as a result of any Alterations as may and any Alterations required outside the Premises shall be imposed performed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth and included in Exhibit "C" attached heretoOperating Expenses. All Alterations shall be made by Tenant, constructed at Tenant's ’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 diligently prosecuted to completiongranted or denied within a reasonable period of time, but no later than thirty (30) days after Landlord’s receipt of such written request. The cost of any modifications of Project improvements outside or inside Landlord may monitor construction of the Premises required Alterations and Tenant shall reimburse Landlord for any out-of-pocket costs incurred by any governmental agency as a condition or the result of Tenant's Alterations Landlord in monitoring such construction. Landlord’s right to review plans and specifications and to monitor construction shall be borne by Tenantsolely 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. Any Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Leasesubcontractor, Landlord may elect 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, so long as such contractors are reasonably available and competitively priced. Landlord shall have the right, in its sole discretion, to have instruct Tenant either to remove those non-general office improvements or non-general office Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all 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 plans and specifications approved by Landlord, or (iiiii) promptly 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 of such Alterations designated by Landlord to be removedfrom the Premises upon the termination of this Lease, in which casethen 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 date of substantial completion of the Tenant WorkCommencement 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 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 the 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. (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) business days following notice from Landlord of 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’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. (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.

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 ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B"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 its sole cost and expense, agrees (i) to add five 12” Building standard cooling only VAV boxes, (ii) that a new supply air plenum will be added to the box and the supply air tap-outs will be cut in, (iii) that a total of four 12-inch supply air diffusers will be installed in a quadrant pattern, and (iv) that all thermostats will be relocated to their respective zones. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeconsent. Without limiting the foregoing, Landlord may requireTenant 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 minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for 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 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. Any 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 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 person making such Alterations shall first 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 approved in writing performed by contractors designated by Landlord. Upon 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 earlier 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 may elect require Tenant to have Tenant either (i) surrender with the Premises any or all 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 removedfrom the Premises, in which casethen Tenant, al 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 date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. (c) Tenant shall keep . Any Alterations remaining in 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 Premises following the imposition expiration of any such lien, cause the same to be released Lease Term or following the surrender of record by payment or posting of a bond in a form and issued by a surety acceptable the Premises from Tenant to Landlord, shall become the property of 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, unless Landlord notifies Tenant otherwise. Tenant shall reimburse provide Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs the identities and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.mailing addresses of

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) LandlordTenant shall obtain Owner's sole construction obligation under this Lease is set forth in 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 Work Letter attached hereto as Exhibit "B"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 not make any alterationsobtain Owner's prior written consent before making structural alterations and/or installations, additions or improvements not of a minor nature ("structural alterations"). The denial by the Owner of consent to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may structural alterations shall not be imposed by Landlord from time deemed to timebe unreasonable. 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 its own cost and expense, shall submit to Owner for approval, plans and specifications regarding such alterations, and Tenant shall be diligently prosecuted to completionnot process any plans for the Department of Building's approval until Owner approves them. 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 of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises)If Owner consents, in which casewriting, such Alterations shall become to said structural alterations, Owner agrees to cooperate with Tenant on the property signing of Landlord, necessary forms and applications for the Department of Buildings or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedsimilar agency. (c) Tenant shall keep the Premisesagrees to and hereby does indemnify and save harmless Owner against and from all liabilities, the Building obligations, damages, penalties, claims, costs, charges and the Project free from any and all liens arising out of any work performed, materials furnishedexpenses which may be imposed upon, or obligations incurred by or for asserted against the Owner, resulting from or by reason of, the making of any installations, additions, improvements or alterations by Tenant. In the event that Tenant shall not, within ten (10) days following any action or proceeding is brought against the imposition Owner by reason of any such lienclaim, Owner shall notify Tenant thereof in writing, and Tenant shall, upon Owner's demand, resist or defend such action in the name of Owner at the reasonable cost and expense of Tenant with counsel of Owner's choice. (d) Tenant shall cause the same each contractor employed by Tenant to carry contractor's liability coverage in limits of at least $1,000,000.00 which limits shall include completed operations for a one-year period and, in addition, shall carry statutory workmen's compensation and coverage. (e) The Owner shall not be liable for any labor or materials furnished or to be released furnished to Tenant on credit, and no mechanic's or other lien for any such labor or materials shall attach to, or affect the estate or interest of record by payment or posting of a bond the Owner 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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.Leased

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, except as otherwise expressly specified in this Lease, 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 ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B"B. Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, to the best of Landlord’s knowledge, as of the Effective Date, the Premises shall comply in all material respects with 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 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 expenses. (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 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 any 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 (collectivelyfollowing expiration or termination of this Lease materially more expensive). With respect to any Alteration for which Landlord’s consent is not required hereunder, "Alterations") without (i) the prior written consent of LandlordTenant shall, nonetheless, deliver to Landlord as-built plans and (ii) compliance specifications with such nondiscriminatory requirements concerning respect to any such Alterations as may be imposed by Landlord from time within sixty (60) days after the completion thereof; provided, however, that Tenant shall have no such obligations with respect to timeAlterations that include solely paint, carpet and the installation of wall covering. Without limiting the foregoing, Landlord may requireTenant 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 minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’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 diligently prosecuted used. All plans and specifications for any Alterations requiring Landlord’s approval shall be submitted to completionLandlord for its approval. The cost of any modifications of Project improvements outside or inside Landlord may monitor construction of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be borne by Tenantsolely 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. Any Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first 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 approved in writing performed by contractors reasonably designated by Landlord. Upon Landlord shall have the expiration of earlier termination of this Leaseright, Landlord may elect in its sole discretion, to have instruct Tenant either to remove Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all 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 plans and specifications approved by Landlord, or (iiiii) promptly 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 designated by 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 be removedbeginning 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 which caseamounts 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 repair deliver to Landlord sworn statements setting forth the names of all contractors and restore subcontractors who did work on the Premises Alterations and final lien waivers from all such contractors and subcontractors and any other documentation customarily provided in the State to its original condition as 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 date Alterations, together with a copy of substantial completion 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, a construction management charge of five percent (5%) of the Tenant Workactual hard costs of such Alterations (but only if such Alterations affect the mechanical, reasonable wear and tear exceptedelectrical, plumbing, or structural elements of the Building and/or require the issuance of a building permit). (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 twenty (1020) days following Tenant’s actual knowledge of 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 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 ’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. (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) 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 be deemed to have 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 contractor hereunder within five (5) business days following Landlord’s receipt thereof, together with all of the information required hereunder with respect thereto (and Landlord shall be deemed to have 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 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 AFTER LANDLORD’S RECEIPT HEREOF, LANDLORD SHALL DE DEEMED TO HAVE APPROVED TENANT’S REQUESTED CONTRACTOR.”)).

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Except as otherwise expressly set forth in this Lease, Landlord shall have no obligation, of any kind or nature, with regard to the Work Letter attached hereto as Exhibit "B"construction, improvement or alteration of the Premises. (b) Tenant shall not, without Landlord’s prior written consent, make or allow any alterations, additions, or improvements in, on or about the Premises; provided, however, that Landlord’s consent shall not make any be so required so long as: (a) the cost of the entire alteration (including, without limitation, design, labor and materials) is less than Twenty-Five Thousand Dollars ($25,000); (b) 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, lien free manner and in accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Prior to the Premises (collectivelycommencement of any such alterations, "Alterations") without (i) the prior written consent of LandlordTenant shall obtain, or cause to be obtained, builder’s risk insurance and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may shall obtain public liability and worker’s compensation insurance to cover Tenant and every contractor to be 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 employed by Tenant, at Tenant's sole cost and expenseshall 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 diligently prosecuted provided or denied within ten (10) days or else it shall be deemed to completionbe approved). The cost In the event that any mechanic’s lien is filed against the Premises or Building as a result of any modifications such alterations or any other work or act of Project improvements outside Tenant or inside 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 Premises required by any governmental agency as a condition or the result merits of Tenant's Alterations said lien and all sums so advanced shall be borne paid by TenantTenant on demand as Additional Rent in accordance with Article 10 below. Any contractor or person making such Alterations shall any alterations on behalf of Tenant must first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may which approval shall not be unreasonably withheld. (c) Subject to Landlord’s right to require removal or to elect ownership as herein provided, all alterations made by Tenant to have Tenant either (i) surrender with the Premises any or all shall be considered to be a part of the Premises. Alterations as Landlordshall not include Tenant’s personal property and trade fixtures, Landlord and Tenant shall determine (except have the right to remove its personal property and trade fixtures not attached provided that Tenant repairs all damage caused by their removal. Unless Landlord gives Tenant written notice of its election to the Premises)require Tenant to remove such alterations no later than thirty (30) days after Landlord’s approval of such alterations, in which case, such Alterations all alterations shall become the property of LandlordLandlord at the end of the Term. For the avoidance of doubt, in 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 (iiincluding, 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”) promptly 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 such Alterations designated by Landlord to be removed, in which casethe 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 restore 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 the 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 its original condition as of the date of substantial completion of the Tenant Workany such succeeding tenant or prospective tenant, together with, in each case, actual reasonable wear attorneys’ fees and tear exceptedcosts. (cd) If this Lease is terminated due to the expiration of its Term or otherwise, and Tenant shall keep the Premisesfails to remove any alterations, the Building and the Project free from any and all liens arising out of any work performedtrade fixtures, materials furnished, equipment 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 other property required to be released removed by the terms of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlordthis Lease, 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 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). Such rights of Landlord shall be in addition to all any other remedies provided herein available to Landlord under this Lease, and subject to any other right or by 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) LandlordIn addition to Lessee's sole construction obligation obligations as Construction Agent to build the Financed Improvements on each Site under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". Construction Agency Agreement, on and after the Base Term Commencement Date with respect to a Site (bi) Tenant Lessee, at Lessee's own cost and expense, shall not make any alterations, renovations, improvements and additions to such Leased Property or improvements to the Premises any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) necessary to repair or maintain such Leased Property in the condition required by Section 9.1; (B) necessary in order for such Leased Property to be in compliance in all material respects with Applicable Laws and Regulations; or (C) necessary or advisable to restore such Leased Property to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article XIII; and (ii) so long as no Lease Event of Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Alterations on such Leased Property so long as such Alterations comply in all material respects with Applicable Laws and 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 must be in compliance with such nondiscriminatory requirements concerning the following requirements: (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 such Leased Property. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over such Leased Property. Without limiting the foregoing, Landlord may requireLessor, at a minimumLessee's expense, compliance with shall join in the requirements set forth application for any such permit or authorization and execute and deliver any document in Exhibit "C" attached hereto. All connection therewith, whenever such joinder is necessary or advisable. (4) 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 standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of 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 Tenantvirtue 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 TenantLessee's sole cost and expense, and to determine (by appraisal methods satisfactory to the Required Participants) the projected Fair Market Value of such Leased Property following completion of the Alterations relating thereto. (6) Lessee shall be diligently prosecuted to completion. The have made adequate arrangements for payment of the cost of any modifications all Alterations when due so that the Leased Property shall at all times be free of Project improvements outside Liens for labor and materials supplied 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 claimed to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached been supplied to the Premises), other than Permitted Liens; provided, that Lessee shall have the right to engage 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, Permitted Contests in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedaccordance with Section 9.5. (c7) 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 The Alterations must be located solely on 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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. Tenant shall not make or allow to be ---------------------------- made (aexcept as otherwise provided in this Lease) any 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 Tenant's sole construction obligation 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; (ii) performed in a prompt, good and 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 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 of the Project or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Project; and (v) 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 (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), 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, such consent not to be unreasonably withheld, conditioned or delayed. Except as provided herein and upon ten (10) days prior written notice, Tenant shall have the right to 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 or to the Premises or the Project that Tenant is set forth in 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 "BE". (b) Tenant shall , but not make any alterationsincluding the installation or application of painting, additions carpeting or improvements of finishing materials performed subsequent to the Premises (collectively, "Alterations") without (i) work performed pursuant to the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be 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 terms 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 of Alterations as LandlordWork Letter Agreement, Landlord shall determine charge Tenant a construction management fee of two (except trade fixtures not attached to 2) percent of the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all total costs of such Alterations designated by Landlord to be removedimprovements, in which case, Tenant shall repair and 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, alterations 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 physical additions (including payment of or defense against the claim giving rise to such lienfixtures); 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior 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 delayed, so long as such 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 writing with reasonable specificity to Tenant’s request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant’s plans, Landlord’s approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe 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. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's ’s sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord’s actual out-of-pocket third-party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord’s obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon 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 expiration approved plans and specifications. Notwithstanding the foregoing, Tenant shall have the right to make or allow to be made any interior, non‑structural, non-MEP (mechanical, electrical, plumbing) alterations (decorative or cosmetic in nature) without the prior consent of earlier termination of this Lease, Landlord may elect to have Tenant either so long as (i) surrender with the Premises any or all such alterations do not cost in excess 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 $10,000.00; (ii) promptly remove do not require any Building electrical, plumbing or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. other permit; (ciii) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out notifies Landlord in writing of any its intention to do such work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within at least ten (10) days following prior to the imposition initiation of any such lien, cause work; and (iv) Tenant provides to Landlord a list of the same contractors and subcontractors who will require access to be released of record by payment the Building. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or posting of a bond in a form and issued by a surety acceptable its contractors with respect to Landlord, Landlord shall have the right, such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the obligation, “as-built” or final plans and specifications for all alterations or physical additions so made in or to cause such lien to be released by such means as it shall deem proper the Premises within thirty (including payment 30) days of or defense against completing the claim giving rise to such lien); in such case, work. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithnot place safes, together with all of vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law’s prior written consent.

Improvements and Alterations. (a) Landlord'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 improvements, alterations, additions additions, or improvements repairs to the Premises (collectively, "Alterations") or make any contract therefor without (i) the prior first procuring Landlord's written consent and delivering to the Landlord the plans and specifications and copies of the proposed contracts and necessary permits unless an emergency situation exists, in which event Tenant shall notify Landlord of any such improvement or alteration as promptly as possible. All alterations, additions, improvements and fixtures, which may be made or installed by either of the parties hereto upon the Premises, and which in any manner are attached to the floors, walls or ceilings, at the termination of the Lease shall become the property of the Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by unless Landlord from time to time. Without limiting requests 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 expenseremoval, and shall remain upon and 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 surrendered with the Premises as a part thereof, without damage or injury; any linoleum or all other floor covering of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached similar character which may be cemented or otherwise fitted or adhesively affixed to the Premises), in which case, such Alterations floor shall likewise become the property of Landlord, all without compensation or (ii) promptly remove any credit to Tenant. Notice is hereby given that no construction or all of such Alterations designated by Landlord other lien sought to be removedimposed on the Premises shall in any manner affect the right, in which casetitle or interest of the Landlord therein. Within thirty (30) days after the completion of any work on the Premises, Tenant shall repair provide Landlord, in form satisfactory to Landlord, with the contractor's statements, affidavits and restore the Premises to its original condition as waivers of the date lien and shall also provide supporting waivers of substantial completion of the Tenant Work, reasonable wear lien and tear excepted. (c) Tenant shall keep the Premises, the Building affidavits from all sub-contractors and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantmaterial men. In the event that Tenant shall notany capital improvements (i.e. additional paved area, within ten (10repaving, new building space, etc.) days following are made by the imposition Landlord and agreed upon by the tenant, the monthly Rent will be adjusted and an amount equal to 1% of any such lien, cause the same to be released cost 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 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). Such rights of Landlord improvement shall be in addition added to all other remedies provided herein or by lawthe monthly base rent.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant on the Commencement Date vacant, broom clean and with the “Building Systems” (as that term is defined in Section 4(b) of this Lease) in good working order and repair, but otherwise in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Tenant acknowledges that Landlord shall have no obligation to refurbish or otherwise improve the Premises after the Commencement Date; except, however, subject to (i) Landlord's sole construction obligation under ’s maintenance and repair obligations as expressly set forth in this Lease is Lease, and (ii) Landlord’s obligations (including, without limitation, the disbursement of the Landlord’s Construction Allowance) set forth in the Work Letter attached hereto as Exhibit "B"B. The parties acknowledge that certain furniture, trade fixtures and equipment currently in the Premises have been conveyed to Tenant pursuant to a separate written agreement between Tenant and the previous occupants of the Premises (“Existing FF&E”). Notwithstanding anything in this Lease to the contrary, Landlord was not a party to such conveyance of the Existing FF&E, and Landlord makes no representation or warranty as to such Existing FF&E. Tenant assumes the risk in accepting such Existing FF&E and waives and releases any and all claims against Landlord with respect thereto. (b) Except in connection with any “Cosmetic Alterations” (as defined below) as permitted hereinbelow, after completion of the “Tenant shall not make Improvements” (as defined in and in accordance with Exhibit B attached hereto), any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without 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 Laws; (ii) are compatible with the prior written consent Building mechanical, electrical, life safety, plumbing, sprinkler, heating, ventilation and air conditioning systems serving the Premises (excluding any supplemental systems installed by or on behalf of Tenant) (collectively, the “Building 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; (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; and (vi) will not adversely affect, impair or impede the Building’s compliance with the Green Building Standard (collectively, the “Alterations Conditions”). Notwithstanding the foregoing, Tenant shall be permitted to make minor, cosmetic Alterations, following ten (10) business days’ notice to Landlord, but without Landlord’s consent, which (A) do not affect the Building Systems, the exterior appearance of the Premises or the Building, or the structural aspects of the Premises or the Building, (B) are not visible from outside the Premises, (C) do not require a building or construction permit, (D) do not cost more than Fifty Thousand and 00/100 Dollars ($50,000.00) in any twelve (12) month period, and (iiE) compliance comply with the Alterations Conditions (such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeAlterations, collectively, “Cosmetic Alterations”). Without limiting the foregoing, Landlord may requireTenant 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 minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for 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 Tenantsubmitted to Landlord for its approval. Any 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 person making such Alterations shall first 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 approved in writing performed by contractors designated by Landlord. Upon 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. Together with Tenant’s request for approval of any Alteration and the plans and specifications submitted to Landlord therefor, Tenant may request in writing that Landlord specify which Alterations, if any, Landlord will require that Tenant remove from the Premises upon the expiration or earlier termination of the Lease Term (a “Removal Request”), in which case Landlord shall specify such Alterations together with Landlord’s consent thereof (if such consent is granted in accordance with the terms hereof). If Tenant delivers a Removal Request to Landlord in accordance with the immediately preceding sentence, and Landlord either fails to specify Tenant’s removal obligations with respect to such Alterations together with Landlord’s consent, or Landlord notifies Tenant in writing that Tenant will not have to remove such Alterations at the expiration or earlier termination of this Lease, then, in either case, Tenant will not be obligated to remove such Alterations upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, Landlord may elect shall have the right, in its sole discretion, to have instruct Tenant either to remove those Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all 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 plans and specifications approved by Landlord, or (iiiii) promptly 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, upon the termination of this Lease, Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen 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 date of substantial completion of the Tenant WorkCommencement 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 final lien waivers from all such contractors and subcontractors. Tenant shall pay to Landlord, as Additional Rent (x) the reasonable third party, out-of-pocket costs incurred and actually paid by Landlord to 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 five percent (5%) of the actual costs of such work, and (y) 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 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 ’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. (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.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior 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 delayed, so long as such 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 writing with reasonable specificity to Tenant's request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant's plans, Landlord's approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe 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. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord's actual out-of-pocket third party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt, good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon 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 expiration of earlier termination of this Lease, approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may elect impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have Tenant either (i) surrender been made to or in connection with the Premises any or all of Alterations as plans and specifications which were approved by Landlord, Landlord (A) such changes or change orders shall determine be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (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 restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cB) Tenant shall keep deliver to Landlord a complete copy of the Premises, "as-built" or final plans and specifications for all alterations or physical additions so made in or to the Building and Premises within thirty (30) days of completing the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantwork. In the event that Tenant shall notnot place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Premises without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written consent.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) The Tenant shall not make make, install, erect or perform in or to the Leased Premises any repairs, improvements, installations, alterations, additions or improvements partitions (which for the purposes of this Section 26.01 shall be collectively referred to as the Premises (collectively, "AlterationsImprovements") without (i) 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 of 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 (ii) compliance with its consultants' reasonable costs incurred in reviewing such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timedrawings and specifications and any changes thereto. Without limiting the foregoing, The Landlord may requirein its sole discretion require that the Improvements be performed, at a minimumin whole or in part, compliance with on behalf of the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made Tenant by the Landlord or contractors which the Landlord has engaged, whether on its own behalf or on behalf of the 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 performing the Premises required by any governmental agency as a condition or the result of Tenant's Alterations Improvements shall be borne paid 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 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 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 after delivery to the imposition 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 Tenant shall submit to the Landlord's supervision over construction and promptly pay when due the cost of all such lienwork and of all materials, cause labour and services involved therein and of all decoration and all changes in the same 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 released filed, the Tenant shall within twenty (20) days after the Tenant has notice of record claim for lien procure the discharge thereof by payment or posting of by giving security in such other manner as is or may be required or permitted by law. The Tenant shall, at its own cost and expense, take out or cause to be taken out any additional insurance reasonably required by the Landlord to protect the Landlord's and the Tenant's interest during the period the Improvements are being performed. If in accordance with this Section 26.01, the Tenant submits drawings and specifications for a bond in a form proposed improvement to the Landlord and issued by a surety acceptable to requests the Landlord, 's written consent then the Landlord shall have within thirty (30) days from the rightdate 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, 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 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). Such rights of Landlord shall be in addition considered to all other remedies provided herein or by lawhave denied consent.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 14.1 The Leased Premises shall be delivered by Lessor to Lessee in their present state and condition “As Is” with the Work Letter attached exception of those portions of SCHEDULE “B” hereto designated as Exhibit "B"being “Lessee’s Work”. (b) Tenant 14.2 All other improvements and decorations required by the Lessee shall be executed in accordance with good building practices and shall be done by a licensed contractor in accordance with detailed drawings and specifications prepared by a duly qualified architect or 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 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 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 work) in accordance with the approved plans and specifications and all applicable laws, by-laws, regulations and ordinances or all public and quasi-public authorities having jurisdiction relative to the Building, including, without restriction, and any 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 with such alterations and improvements the whole to the entire exoneration of the Lessor. The Lessor hereby undertakes that there shall be 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 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 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 the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workmen’s and suppliers’ liens and legal hypothecs. 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. 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 (collectivelyin accordance with the terms of this Section hereof, "Alterations") without (i) the prior written consent of Landlord, all such alterations and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as improvements may be imposed by Landlord from time to time. Without limiting performed only under the foregoinggeneral supervision of the Lessor; 14.6 At the expiry of the Term, Landlord may requirethe Lessee, shall, 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 option of the Premises required Lessor, either remove all or any specified portion of the Lessee’s Work and alterations, additions or improvements performed or constructed by any governmental agency as a condition the Lessee or by 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 Lessor on the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all 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 Lessee’s behalf and restore the Leased Premises to its original 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 date 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 substantial completion such the Lessee’s Work and such alterations, additions or improvements or in respect of the Tenant Work, reasonable wear and tear excepted.removal thereof; (c) Tenant shall keep 14.7 Any legal hypothec filed against the Premises, Leased Premises or the Building and for work claimed to have been done or materials furnished to the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred Lessee shall be discharged by or for Tenantthe Lessee within Ten (10) days thereafter at the Lessee’s expense. In the event that Tenant the Lessee shall not, within ten (10) days following the imposition of fail to cause any such lienlegal hypothec to be discharged forthwith after being notified of the filing thereof, cause then, in addition to any other right or remedy of the Lessor, the Lessor may, but shall not be obliged to discharge the same by paying the amount claimed to be released due plus any necessary amount on account of record by payment costs into Court 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 direct to such lien); in such caseprivileged claimant, Tenant shall reimburse Landlord for all and the amounts so paid by Landlord in connection therewith, together with the Lessor and all of Landlord's costs and expenses, with interest thereon at including judicial and extra-judicial fees incurred by the Default Rate (defined below). Such rights Lessor in procuring the discharge and obtaining radiation of Landlord the legal hypothec shall be in addition due and payable immediately by the Lessee to the Lessor, on demand, such failure to radiate or discharge any such legal hypothec within the 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 other remedies provided herein or costs and expenses, including judicial and extra-judicial costs incurred by law.the Lessee;

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 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 Work Letter attached hereto 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 Exhibit "B"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) Tenant 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 alterationsAlterations in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises (collectively, "Alterations") without Improvements or the Site. (i) No Alterations shall be undertaken until the prior written consent of LandlordLessee shall have procured and paid for, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations so far as the same may be imposed by Landlord 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. Without limiting the foregoing, Landlord may requireLessor, 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 Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in 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 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 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 application 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 permit or posting of a bond in a form authorization 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together 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 Landlord's costs 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 expensesresearch 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 interest thereon at Section 9.5. (v) The Alterations must be located solely on the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

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, 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 ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".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 or improvements to the Premises which (collectivelya) will adversely impact the Building’s mechanical, "Alterations"electrical or heating, ventilation or air conditioning systems, or (b) without will adversely impact the structure of the Building, or (ic) 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 of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning or approval to such Alterations as may (which consent or approval shall be imposed by Landlord from time to timein the Landlord’s sole and absolute discretion). Without limiting the foregoing, Landlord may requireTenant 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 minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for 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 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. Any 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 person making such Alterations shall first 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 approved in writing performed by contractors designated by Landlord. Upon 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 or earlier termination of this Lease; provided, however, that in no event shall Tenant be required to remove the Tenant Improvements upon the expiration 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 elect require Tenant to have remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant either (i) surrender with the Premises any or all 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 removedfrom the Premises, in which casethen 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 date of substantial completion of the Tenant WorkCommencement 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. (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 twenty (1020) 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’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. (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.

Improvements and Alterations. Tenant shall not make or allow to be made (a) Landlord's sole construction obligation under except as otherwise provided in this Lease is set forth or in the Work Letter attached hereto as Exhibit "B". (bAgreement) Tenant shall not make any alterationsimprovements, alterations or physical additions in or improvements to the Premises or the Building (collectively, "Alterations") without (i) 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 (iiexcept 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) compliance with business days of receipt of Tenant's plans. Any disapproval notice shall include Landlord's suggestions for changes to such nondiscriminatory requirements concerning such Alterations as may be imposed plans. Approval by Landlord from time of any of Tenant's drawings, plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe 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. Without limiting Except as otherwise expressly provided in the foregoingWork Letter Agreement, Landlord may requireany and all furnishing, at a minimumequipping and improving of, compliance with or other Alteration and addition to the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises and/or the Building shall be be: (i) made by Tenant, at Tenant's sole risk, cost and expense; (ii) performed in a prompt, good and shall be diligently prosecuted workman-like manner using materials of similar quality to completion. The cost materi▇▇▇ ▇▇▇d in the Tenant Finish or otherwise existing in the Building; (iii) constructed in accordance with all plans and specifications approved in writing by Landlord, if required, prior to the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the performance of Project improvements outside Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon the expiration Tenant shall notify Landlord upon completion of earlier termination of this Leasesuch alterations, improvements, modifications or additions and Landlord may elect to have Tenant either (i) surrender inspect same for workmanship and compliance with the Premises approved plans and specifications, if any. With respect to any or all of Alterations as Alteration which requires 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's consent hereunder, Tenant and its contractor shall repair and restore the Premises comply with all reasonable requirements Landlord may impose on Tenant or its contractor with respect to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. such work (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 rightincluding, but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the obligation, "As-Built" or final plans and specifications for all Alterations or physical additions so made in or to cause such lien to be released by such means as it shall deem proper the Premises and/or the Building within sixty (including payment of or defense against 60) days after completing the claim giving rise to such lien); in such case, work. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithnot place safes, together with all vaults, filing cabinets and systems, libraries or other excessively heavy furniture or equipment on the second floor of the Building without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written consent.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 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 Leased Property in the Work Letter attached hereto condition required by Section 9.1 or (B) necessary or advisable to restore the 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 Exhibit "B"no Material Default or Event of Default has occurred and is continuing, may undertake Alterations to the Leased Property so long 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) Tenant The making of any Alterations pursuant to Section 9.2(a)(ii) above must be in compliance with the following requirements: (i) the Lessee shall not make any alterationsAlterations (1) in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises Leased Property or (collectively, "Alterations"2) without (i) that would adversely affect the prior written consent marketability of Landlord, and the Leased Property; (ii) compliance with such nondiscriminatory requirements concerning such no Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Leased Property. Without limiting the foregoing, Landlord may requireThe Lessor, 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 Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in 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 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 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 application 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 permit or posting of a bond in a form authorization 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable; provided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever by the Lessor, such responsibility and liability being solely the responsibility of the Lessee; (iii) the Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all of Landlord's costs Applicable Laws then in effect and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall standards imposed by any insurance policies required to be in addition to all other remedies provided herein or by law.maintained hereunder;

Improvements and Alterations. (a) LandlordLandlord shall deliver the Premises to Tenant, and ▇▇▇▇▇▇ agrees to accept the Premises from Landlord in its existing "AS - IS", "WHERE - IS" and "WITH ALL ▇▇▇▇ ▇▇" 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, ▇▇▇▇▇▇▇▇'s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". fahibit B . (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively"Alterations" ) shall be subject to Landlord's prior written consent . ▇▇▇▇▇▇▇▇'s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable law s , ordinances, rules and regulations ; (ii) are compatible with the Building and its me cha ni ca l , 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 . Notwithstanding the preceding sentence, no consent of Landlord is required in order for Tenant to construct interior, non - structural Alterations that do not affect any Building systems ("Cosmetic Alterations") without (i) , provided the prior written consent cost of Landlordsuch Cosmetic Alterations does not exceed $ 25 , and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time000 . Without limiting the foregoing, Landlord may requireTenant shall cause, at it s sole cost and expense , all Alterations to comply with insurance requirements and with Laws and shall construct, at its so l e cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations . All Alterations shall be made 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 . A ll plans and specifications for any Alterations shall be s ubmitt ed to Landlord for it s approval . Landlord may m o nitor construction of the Alterations and Tenant s h a ll reimburse Landlord for any costs incurred by Landlord in monitoring such construction . Landlord ' s right to review plans and specifications and to monitor construction s h all be so l ▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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, electri ca l , plumbing and roof related work be performed by contractors designated by Landlord . Landlord shall have the right, in it s sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Land l o rd , (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) if requested by Tenant, 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 n o t be obligated to remove such Alterations at the expiration of this Lease . Landlord shall not unreasonably or delay its designation of 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 s u c h Alterations from the Premises, then 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 s h a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making ll promptly remove 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 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, and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date , reasonable wear and tear excepted. (c) 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 o therwise . Tenant shall keep provide Landlord with the Premises, the Building identities 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 mailing addresses of a bond in a form ll persons performing work or supplying materials, prior to beginning such construction, and issued by a surety acceptable to Landlord, Landlord shall have may post on and about the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment Premises notices of or defense against the 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)non - 11 MHDocs 5922187_3 8614 . Such rights of Landlord shall be in addition to all other remedies provided herein or by law.1

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Lessee shall have no right to make improvements or alterations on the Premises, except in conformity with the Work Letter attached hereto as Exhibit "B"following 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) Tenant shall not make any alterations, additions B. No improvements or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be 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 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 Tenantthe Lessor. The Lessee shall furthermore first obtain the Lessor’s written approval before any modification or changes are made in such plans and specifications after Lessor’s approval thereof. C. No improvements or alterations shall be undertaken until Lessee shall have procured and paid for all required municipal and other governmental permits and authorizations of the various municipal departments and government subdivisions having jurisdiction. D. All work done in connection with any improvements or alterations shall be done by a properly licensed contractor who has been approved by the Lessor. All work shall be performed in a good and workmanship manner and in compliance with all Building and zoning laws, at Tenant's sole cost and expensewith all other laws, ordinances, rules, regulations and requirements of any federal, state or municipal government or agency having jurisdiction and shall be diligently prosecuted 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 completion. The cost Lessor signed by all contractors of any modifications of Project Lessee. E. Any improvement or alteration to the Premises, except movable furniture, trade fixtures and medical equipment, shall at once become the absolute property (except Lessee shall list Leasehold improvements outside or inside for ad valorem taxes) of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall Lessor and remain upon and 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 surrendered with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to a part thereof at 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 restore the Premises to its original condition as termination 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, Lease without disturbance or obligations incurred by or for Tenantinjury. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same The exception 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 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). Such rights of Landlord this section shall be that contained in addition to all other remedies provided herein or by lawExhibit IV Paragraph 2.

Improvements and Alterations. (a) LandlordIn 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 sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant cost and expense, shall not make any alterations, renovations, improvements and additions or improvements to the Premises Leased Property or any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) ----------- necessary to repair or maintain the Leased Property in the condition required by this Lease and the other Operative Documents; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or (C) necessary to restore the Leased Property in all material respects to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article X; and (ii) compliance with such nondiscriminatory requirements concerning such Alterations so long as may be imposed by Landlord from time to time. Without limiting no --------- Potential Event of Default or Event of Default has occurred, the foregoing, Landlord may requireLessee, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at TenantLessee's sole cost and expense, may undertake Alterations to the Leased Property so long as such Alterations comply with Applicable Laws and with Section 6.1 and subsection (b) of this Section 6.2. ----------- -------------- ----------- (b) The making of any Alterations must be in compliance with the following requirements: (i) No Structural Alterations or Alterations with a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000) shall be diligently prosecuted to completionmade 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 give the Lessor and the Agent at least thirty (30) days prior written notice of such Alterations). The If the Lessee reasonably expects the cost of any modifications of Project improvements outside or inside Alterations to exceed $250,000, the Lessee shall deliver to the Lessor and the Agent a brief written narrative of the Premises required by work to be performed prior to undertaking any governmental agency as a condition or the result of Tenant's such Alteration. (ii) No Alterations shall be borne by Tenantundertaken in violation of the terms of any restriction, easement, condition, covenant or other similar agreement (including, without limitation, the Bond Lease) affecting title to or binding on the Leased Property. Any contractor or person making The Lessee shall procure when required and pay for, so far as the same may be required from time to time, all permits and authorizations with regard to such Alterations shall first be approved in writing by Landlordfrom all Governmental Authorities having jurisdiction. Upon The Lessor, at the expiration of earlier termination of this LeaseLessee's expense, Landlord may elect to have Tenant either (i) surrender with and without any liability on the Premises any or all 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 restore the Premises to its original condition as part of the date of substantial completion of Lessor, shall join in 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 application 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 permit or posting of a bond in a form authorization 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable. (iii) The Alterations shall be completed in a good and workmanlike manner and in compliance 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 Leased 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 Landlord's costs and expensessuch Alterations. (iv) All Alterations shall, with interest thereon when completed, be of such a character as to not adversely affect the Fair Market 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 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 Default Rate Lessee's sole cost and expense, to determine (defined below). Such rights by appraisal or other methods satisfactory to the Agent) the projected Fair Market Sales Value of Landlord such item of Leased Property as of the completion of the Alterations relating thereto. (v) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Leased Property shall at all times be in addition free of Liens for labor and materials supplied or claimed to all have been supplied to the Leased Property, other remedies provided herein or by lawthan Permitted Liens.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior 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 delayed, so long as such 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 writing with reasonable specificity to Tenant's request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant's plans, Landlord's approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe 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. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord's actual out-of-pocket third-party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt, good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon 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 expiration of earlier termination of this Lease, approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may elect impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have Tenant either (i) surrender been made to or in connection with the Premises any or all of Alterations as plans and specifications which were approved by Landlord, Landlord (A) such changes or change orders shall determine be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (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 restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cB) Tenant shall keep deliver to Landlord a complete copy of the Premises, "as-built" or final plans and specifications for all alterations or physical additions so made in or to the Building and Premises within thirty (30) days of completing the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantwork. In the event that Tenant shall notnot place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Premises without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written consent.

Improvements and Alterations. (a) LandlordIn addition to Lessee's sole construction obligation obligations as Construction Agent to build the Financed Improvements on each Site under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". Construction Agency Agreement, on and after the Base Term Commencement Date with respect to a Site (bi) Tenant Lessee, at lessee's own cost and expense, shall not make any alterations, renovations, improvements and additions to such Leased Property or improvements to the Premises any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) necessary to repair or maintain 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 (C) necessary or advisable to restore such Leased Property to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article XIII hereof; and (ii) so long as no Lease Event of Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Alterations on such Leased Property so long as such Alterations comply in all material respects with Applicable Laws and 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 must be in compliance with such nondiscriminatory requirements concerning the following requirements: (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 such Leased Property. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over such Leased Property. Without limiting the foregoing, Landlord may requireLessor, at a minimumLessee's expense, compliance with shall join in the requirements set forth application for any such permit or authorization and execute and deliver any document in Exhibit "C" attached hereto. All connection therewith, whenever such joinder is necessary or advisable. (4) 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 standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of 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 Tenantvirtue 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 TenantLessee's sole cost and expense, and to determine (by appraisal methods satisfactory to the Required Participants) the projected Fair Market Value of such Leased Property following completion of the Alterations relating thereto. (6) Lessee shall be diligently prosecuted to completion. The have made adequate arrangements for payment of the cost of any modifications all Alterations when due so that the Leased Property shall at all times be free of Project improvements outside Liens for Labor and materials supplied 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 claimed to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached been supplied to the Premises), other than Permitted Liens; provided, that Lessee shall have the right to engage 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, Permitted Contests in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedaccordance with Section 9.5 below. (c7) 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 The Alterations must be located solely on 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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be ---------------------------- made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements 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 (collectivelymechanical, "Alterations"electrical or plumbing) or which under applicable laws require a building, electrical, plumbing or other permit, without (i) first obtaining the prior written consent of Landlord, including Landlord's written approval of Tenant's contractor(s) and (ii) compliance with such nondiscriminatory requirements concerning such Alterations of the plans, working drawings and specifications relating thereto except as may be 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" 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. All Alterations , any and all furnishing, equipping and improving of or --------- other alteration and addition to the Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and shall be diligently prosecuted in the case of alterations, improvements or additions requiring a permit by Tenant and if it is necessary for Landlord to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as employ a condition or the result of third party consultant to review Tenant's Alterations plans and specifications, then Tenant shall be borne by Tenant. Any contractor or person making reimburse Landlord for Landlord's actual reasonable costs incurred in connection with such Alterations shall first be consultant; (ii) performed in a prompt, good and workmanlike manner with labor and materials of such quality as the initial tenant improvements; (iii) constructed in accordance with all plans and specifications 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 which approval shall not be unreasonably withheld, delayed, or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached conditioned prior 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 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 commencement of any such lienwork only if such work is in excess of $50,000 (as described hereinabove); (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building; and (v) performed by contractors approved in writing by Landlord which approval shall not be unreasonable withheld, cause 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 same time the proposed work is to be released of record by completed. Tenant shall have no (and hereby waives all) rights to payment or posting compensation for any such item. Tenant shall notify Landlord upon completion of a bond in a form such alterations, improvements, modifications or additions and issued by a surety acceptable to Landlord, Landlord shall have inspect same for workmanship and compliance with the right, 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 obligation, "as-built" or final plans and specifications for all alterations or physical additions so made in or to cause such lien to be released by such means as it shall deem proper the Premises within thirty (including payment 30) days of or defense against completing the claim giving rise to such lien); in such case, work. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithnot place safes, together with all 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 costs and expensesprior written consent which consent shall not be unreasonably withheld, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein delayed or by lawconditioned.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Except as otherwise expressly set forth in this Lease, Landlord shall have no obligation, of any kind or nature, with regard to the Work Letter attached hereto as Exhibit "B"construction, improvement or alteration of the Premises. (b) Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, make or allow any alterations, additions, or improvements in, on or about the Premises; provided, however, that Landlord’s consent shall not 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 made hereunder by Tenant shall be performed in a good and workmanlike, lien free manner and in accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Prior to the Premises (collectivelycommencement of any such alterations, "Alterations") without (i) the prior written consent of LandlordTenant shall obtain, or cause to be obtained, builder’s risk insurance and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may shall obtain public liability and worker’s compensation insurance to cover Tenant and every contractor to be 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 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 Tenant's sole cost and 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 diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required paid by any governmental agency Tenant on demand as a condition or the result of Tenant's Alterations shall be borne by TenantAdditional Rent in accordance with Article 9 below. Any contractor or person making such Alterations shall any alterations on behalf of Tenant must 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 which shall not be unreasonably withheld, conditioned or all 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 restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepteddelayed. (c) Subject to Landlord’s right to require removal or to elect ownership as herein provided, all alterations made by Tenant to the Premises shall be the property of Tenant, but shall be considered to be a part of the Premises. Alterations shall not include Tenant’s personal property and trade fixtures, and Tenant shall keep have the Premises, right to 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 Building and the Project free from any and all liens arising out of any work performed, materials furnishedtime consent therefor is given by Landlord, or obligations incurred by or for Tenant. In the event that Tenant shall not, otherwise 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 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 no event shall have Tenant be required to remove all or any portion of Landlord’s Work at the rightexpiration 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 obligationexterior walls, foundation and roof (collectively the “Elements of the Premises”) to cause such lien 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 be released by such means as it shall deem proper (including payment have Tenant remove any or all of or defense against the claim giving rise to such lien); in such casealterations, 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 leave such alterations at the Default Rate 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. (defined below). Such rights d) If this Lease is terminated due to the expiration of Landlord shall its Term or otherwise, and Tenant fails to remove any alterations, trade fixtures, equipment or other property required to be removed by the terms of this Lease, in addition to all any other remedies provided herein available to Landlord under this Lease, and subject to any other right or by 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) Landlord's sole construction obligation under this Lease is set forth in Lessee shall have the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not right to make any alterationsat its own expense, additions or improvements subject to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlordthe Lessor, whose consent may not be unreasonably withheld, additions, alterations and changes in and to the Leased Premises provided however, that no such work (iiexcept work which is minor or cosmetic in nature) compliance shall be commenced except with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, prior written consent of Lessor and except on compliance with the requirements set forth following conditions: a) Lessee shall furnish to Lessor plans and specifications showing in Exhibit "C" attached heretoreasonably complete detail the work proposed to be carried out and the estimated cost thereof and Lessor shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. All Alterations If such plans and specifications are approved, all work shall be made carried out in compliance with the same; b) The value of the Leased Premises shall not, as a result of any work proposed to be carried out by TenantLessee, be less than the value of the Leased Premises before the commencement of such work and Lessor shall be the sole judge of such value; c) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased 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 TenantLessee's sole cost and 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. e) The Leased Premises shall at all times be free of 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 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 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 diligently prosecuted subject to completion. The cost all the provisions of this Lease and Lessee shall not have any modifications of Project improvements outside or inside of right to claim compensation therefor and the Premises required same shall not be removed 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 Lessee on termination of this Lease, Landlord may elect to have Tenant either (i) surrender with unless the Premises any Lessor requests that part or all 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 it be removed, in which case, Tenant case the Lessee shall comply and shall repair and restore the Premises to its original condition as any damage related thereto or caused thereby. The foregoing obligation of the date of substantial completion Lessee is limited to items which have been installed by the Lessee. h) 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 effected at the sole cost and risk of the Tenant Work, reasonable wear and tear exceptedLessee. (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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 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 Leased Property in the Work Letter attached hereto condition required by Section 9.1 or (B) necessary or advisable to restore the 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 Exhibit "B"no Material Default or Event of Default has occurred and is continuing, may undertake Alterations to the Leased Property so long 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) Tenant The making of any Alterations pursuant to Section 9.2(a)(ii) above must be in compliance with the following requirements: (i) the Lessee shall not make any alterationsAlterations (1) in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises Leased Property or (collectively, "Alterations"2) without (i) that would adversely affect the prior written consent marketability of Landlord, and the Leased Property; (ii) compliance with such nondiscriminatory requirements concerning such no Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Leased Property. Without limiting the foregoing, Landlord may requireThe Lessor, 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 Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in 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 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 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 application 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 permit or posting of a bond in a form authorization 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable; provided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever by the Lessor, such responsibility and liability being solely the responsibility of the Lessee; (iii) the Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all of Landlord's costs Applicable Laws then in effect and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall standards imposed by any insurance policies required to be in addition to all other remedies provided herein or by law.maintained hereunder;

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) Landlord's sole construction obligation under this Lease is set forth in No improvement or alteration shall at any time be made which shall impair the Work Letter attached hereto as Exhibit "B"structural soundness or diminish the value of the Premises. (b) Tenant shall not make any alterations, additions No structural improvement or improvements to the Premises alteration involving an expenditure in excess of Fifty Thousand and No/100 Dollars (collectively, "Alterations"$50,000.00) without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be 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 Tenantwithout first obtaining Landlord's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside written approval of the Premises required by any governmental agency as a condition plans therefore; provided, such approval shall not be unreasonably withheld, conditioned 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 delayed 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 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 restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedfurthermore first obtain Landlord's written approval before any modification or changes are made in such plans after Landlord's approval thereof. (c) No improvement or alteration shall be undertaken until Tenant shall have procured and paid for all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction. (d) All work done in connection with any improvements or alterations shall be done in a good and workmanlike manner and in compliance with all building and zoning laws, and with all other laws, ordinances, rules, and requirements of any Federal, state or municipal government or agency having jurisdiction. (e) Tenant shall keep the Premises, the Building and the Project Premises free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant, and all Tenant shall indemnify, hold harmless and defend Landlord from any liens and encumbrances arising out of any work performed, performed or materials furnished, or obligations incurred furnished by or for at the direction of Tenant. In the event that Tenant shall not, within ten twenty (1020) days following the imposition of any such lien, cause the same such lien to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlordproper bond, Landlord shall have have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause such lien the same to be released by such means as it shall deem proper (proper, including payment of or defense against the claim giving rise to such lien); in . All such case, Tenant shall reimburse Landlord for all amounts so sums paid by Landlord and all expenses incurred in connection therewith, together with all of Landlord's costs including attorneys' and expensesexperts fees and costs, shall be payable to Landlord by Tenant on demand with interest thereon at the Default Rate from the date payment of such obligation is due and payable. (defined belowf) Any improvements to or alteration of the Premises, except moveable furniture, fixtures, equipment placed by Tenant in the Building (which shall remain the property of Tenant). Such rights , shall at once become the absolute property of Landlord shall and remain upon and be in addition surrendered with the Premises as a part thereof at the termination of this Lease without disturbance or injury. The provisions of this Paragraph 7 do not apply to all other remedies provided herein or by lawCapital Expenditures made pursuant to Paragraph 8 below.

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 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (80 to ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇) 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) Landlord's sole The sales facility shall be consistent with the illustration on Exhibit B. At or before the time Tenant submits plans and specifications to government authorities, Tenant shall deliver copies of such plans and specifications to Landlord for review and approval. Landlord shall promptly review the plans and specifications and shall not unreasonably withhold or delay approval. After Landlord has approved the plans and specifications, they shall not 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 obligation under of such improvements. If for any reason whatever, any required Governmental Approval has not been obtained within 180 days after this Lease is set forth in signed, then either party may terminate this Lease by notice to the Work Letter attached hereto as Exhibit "B"other within 30 days after such date and before such Governmental Approval is obtained. (b) Tenant shall be responsible for all required utilities, including but not make any alterationsnecessarily limited to water, additions or improvements sewer, electricity and telephone. Landlord is not required to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time provide utility service 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 but shall support Tenant's sole cost and expense’s efforts to obtain such services from utility providers, and shall be diligently prosecuted permit Tenant to completion. The cost of any modifications of Project improvements outside or inside of access utility lines within the Premises required Shopping Center if such connections are approved 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 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 restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedutility providers. (c) Tenant and Tenant’s contractors shall keep take care to avoid disturbing existing tenants during the Premises, the Building construction and the Project free from any and all liens arising out installation of any work performed, materials furnished, or obligations incurred by or for Tenant’s improvements. In the event that Tenant shall notbe responsible for any pavement or other repairs necessitated by such construction and installation, within ten for any necessary repaving or restriping and for any additional or modified signage required by any governmental authority. (10d) days following All improvements constructed or installed by Tenant shall at all times remain the imposition property of any such lienTenant and may be removed, cause the same replaced or restored from time to be released of record time by payment Tenant or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, Tenant’s designee (including but not limited to a Registered Subtenant designated by Tenant) during the obligation, to cause Term of this Lease. Any such lien to improvements then remaining on the Premises may be released removed by such means as it shall deem proper (including payment Tenant at any time within 30 days after the expiration or termination of or defense against the 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawthis Lease.

Improvements and Alterations. (a) LandlordIn 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 sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant cost and expense, shall not make any alterations, renovations, improvements and additions or improvements to the Premises Leased Property or any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) necessary to repair or maintain ----------- the Leased Property in the condition required by this Lease and the other Operative Documents; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or (C) necessary to restore the Leased Property in all material respects to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article X; and --------- (ii) compliance with such nondiscriminatory requirements concerning such Alterations so long as may be imposed by Landlord from time to time. Without limiting no Potential Event of Default or Event of Default has occurred, the foregoing, Landlord may requireLessee, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at TenantLessee's sole cost and expense, may undertake Alterations to the Leased Property so long as such Alterations comply with Applicable Laws and with Section 6.1 and subsection (b) of this Section 6.2. ----------- -------------- ----------- (b) The making of any Alterations must be in compliance with the following requirements: (i) No Structural Alterations or Alterations with a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000) shall be diligently prosecuted to completionmade 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 give the Lessor and the Agent at least thirty (30) days prior written notice of such Alterations). The If the Lessee reasonably expects the cost of any modifications of Project improvements outside or inside Alterations to exceed $250,000, the Lessee shall deliver to the Lessor and the Agent a brief written narrative of the Premises required by work to be performed prior to undertaking any governmental agency as a condition or the result of Tenant's such Alteration. (ii) No Alterations shall be borne by Tenantundertaken in violation of the terms of any restriction, easement, condition, covenant or other similar agreement (including, without limitation, the Ground Lease) affecting title to or binding on the Leased Property. Any contractor or person making The Lessee shall procure when required and pay for, so far as the same may be required from time to time, all permits and authorizations with regard to such Alterations shall first be approved in writing by Landlordfrom all Governmental Authorities having jurisdiction. Upon The Lessor, at the expiration of earlier termination of this LeaseLessee's expense, Landlord may elect to have Tenant either (i) surrender with and without any liability on the Premises any or all 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 restore the Premises to its original condition as part of the date of substantial completion of Lessor, shall join in 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 application 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 permit or posting of a bond in a form authorization 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable. (iii) The Alterations shall be completed in a good and workmanlike manner and in compliance 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 Leased 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 Landlord's costs and expensessuch Alterations. (iv) All Alterations shall, with interest thereon when completed, be of such a character as to not adversely affect the Fair Market 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 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 Default Rate Lessee's sole cost and expense, to determine (defined below). Such rights by appraisal or other methods satisfactory to the Agent) the projected Fair Market Sales Value of Landlord such item of Leased Property as of the completion of the Alterations relating thereto. (v) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Leased Property shall at all times be in addition free of Liens for labor and materials supplied or claimed to all have been supplied to the Leased Property, other remedies provided herein or by lawthan Permitted Liens.

Improvements and Alterations. (a) Landlord's sole construction 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 under 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 is set forth in throughout the Work Letter attached hereto 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 Exhibit "B"art work or vases. Tenant shall have no liability for the condition of the furniture or equipment at the end of the Lease Term. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) the prior written consent of Landlordcomply with all applicable laws, ordinances, rules and regulations; (ii) compliance are compatible with such nondiscriminatory requirements concerning such Alterations as may be imposed 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 Landlord from time to timeany 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. Without limiting the foregoing, Landlord may requireTenant 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 minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’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 diligently prosecuted to completionused. The cost of All plans and specifications for 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 submitted to Landlord for its approval. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any costs incurred by TenantLandlord in monitoring such construction. Any 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 person making such Alterations shall first 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 approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the expiration of earlier termination of this Leaseright, Landlord may elect in its sole discretion, to have instruct Tenant either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all 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 plans and specifications approved by Landlord, or (iiiii) promptly 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 designated by Landlord to be removedfrom the Premises, in which casethen 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 date of substantial completion of the Tenant WorkCommencement 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 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 ’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. (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 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 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 its expense shall cause any lien filed against the Premises, the Building or the Common Areas of the Building or Project for work, services or materials claimed to have been furnished to or for the benefit of Tenant to be satisfied or transferred to bond within ten (10) days after Tenant’s having received notice thereof. In the event that Tenant fails to satisfy or transfer to bond such claim of lien within said ten (10) day period, Landlord may do so and thereafter charge Tenant as Additional Rent, all costs incurred by Landlord in connection with the 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 execute a short form or memorandum of this Lease, which may, in Landlord’s sole discretion be recorded in the 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 Landlord an instrument in recordable form terminating Tenant’s interest in the 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.

Improvements and Alterations. (a) The Lessor agrees that Lessee may make, at its own expense, minor or non-structural alterations, repairs, replacements or additions to the interior of the building on the Premises provided: A. Any such alterations, repairs, replacement or 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 in accordance with the rules and regulations of the local board of fire insurance underwriters; and C. At all reasonable times during the progress of such construction work, 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's sole construction obligation under this Lease is set forth , and in the Work Letter attached hereto as Exhibit "B". (b) Tenant event Lessor requests the removal of partitions construction by Lessee he must at his expense make any repairs necessary to correct damage caused by the installation or removal of any said partitions. Lessee covenants and agrees with the Lessor that the Lessee shall not make any alterations, material additions or improvements alterations or structural changes in or about the Premises, without first submitting plans and specifications thereof to the Premises (collectively, "Alterations") without (i) the prior Lessor and obtaining such written consent and approval of Landlordthe Lessor. Upon obtaining such written approval, and (ii) compliance with Lessee may make such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, additions or alterations at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's 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 diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside and become a part of the Premises required by any governmental agency as a condition or and shall remain upon and be surrendered with 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 Premises at the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all 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, the Lessor. Lessee shall not suffer or (ii) promptly remove permit any mechanic's or all materialmen's liens on the subject premises as a result of such Alterations designated by additions or alterations or improvement and shall save and hold the Landlord harmless in connection therewith. in the event of any claim of lien being filed, Lessee shall immediately cause same to be removed, removed to a bond in which case, Tenant shall repair and restore accordance with the Premises to its original condition as Mechanics' Lien Law of the date State of substantial completion of the Tenant WorkFlorida, 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 in the event that Tenant shall not, of Lessee's failure to so bond such lien within ten (10) days following after the imposition filing of any such lienthe same, 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 Lessor shall have the right, but right to so do in the place and stead of Lessee and add the cost of such bond to the rental. The posting of such bond by Lessor shall not the obligation, to cause such lien to be released considered as a waiver by such means as it shall deem proper (including payment Lessor of or defense against the 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 LandlordLessee's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawdefault hereunder.

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, subject to Landlord's ’s obligations under ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ 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. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without 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 prior 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 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) Tenant’s written consent of Landlordrequest therefor, and (ii) compliance with Landlord’s receipt of Tenant’s plans and specifications for any Alterations, then Tenant shall provide Landlord written notice of such nondiscriminatory requirements concerning such Alterations as may be imposed by failure. If Landlord from time fails to time. Without limiting the foregoingrespond to Tenant’s request for approval within three (3) business days after receipt thereof, Landlord may requireshall be deemed to have approved the plans and specifications for any Non-Structural Alterations for which Tenant has requested approval. In no 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 a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's its sole cost and expense, may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be diligently prosecuted solely for its own benefit, and Landlord shall have no duty to completionsee that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. The cost of Without limiting the other grounds upon which Landlord may refuse to approve 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 Leasesubcontractor, Landlord may elect 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 either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all 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 plans and specifications approved by Landlord, or (iiiii) promptly 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 designated by Landlord to be removedfrom the Premises for one of the reasons specified in this paragraph, in which casethen 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 date of substantial completion of the Tenant WorkCommencement Date, excepting reasonable wear and tear exceptedtear, 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 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 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 permits, licenses and approvals required to construct and install such alterations (collectively, “Permitted Alterations”). All Permitted Alterations shall be made in accordance with applicable Laws and in a good and first-class, workmanlike manner and in accordance with the terms of this Lease. 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. (c) Tenant shall keep the Premises, the Building and the Project Property 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 thirty (1030) 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 lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’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 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 THE PAYMENT OF ANY COSTS OR EXPENSE INCURRED 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. 16 TEXAS WITH BASE YEAR

Improvements and Alterations. (a) 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 sole construction obligation under this Lease is set forth prior written consent, such consent not to be unreasonably withheld, PROVIDED HOWEVER, that in the Work Letter attached hereto 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 Exhibit "B"the Landlord may approve and in accordance with applicable municipal building by-laws and regulations. (b) Tenant shall not make 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 (collectively3) months prior to the end of the Term or any extensions thereof, "Alterations"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 (i) 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 (ii) compliance with upon such nondiscriminatory requirements concerning such Alterations terms and conditions as may reasonably be imposed by Landlord from the Landlord, be removed by the Tenant at any time to time. Without limiting during the foregoingTerm, Landlord may require, at a minimum, compliance with provided always that the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and its own expense, and shall be diligently prosecuted repair any damage to completionthe Premises caused by such removal or by the original installation. The cost Landlord may require the Tenant to remove all or any part 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 property at the expiration of earlier termination of this Lease, or any renewal or renewals thereof, and such removal shall be done at the Tenant's expense and the Tenant shall, at its own expense, repair any damage to the Premises caused by such removal. If the Tenant does not remove its property forthwith after written notice by the Landlord to that effect, such property shall, if the Landlord elects, be deemed to become the Landlord's property and the Landlord may elect to have Tenant either (i) surrender with remove the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to same at 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 restore the Premises to its original condition as of the date of substantial completion expense of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from cost of such removal and any and all liens arising out of any work performed, materials furnished, or obligations incurred necessary storage charges shall be paid by or for Tenantthe Tenant forthwith to the Landlord on written demand. 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, The 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 responsible for any loss or defense against the claim giving rise damage to such lien); in property because of 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawremoval.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior 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 delayed, so long as such 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 writing with reasonable specificity to Tenant’s request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant’s plans, Landlord’s approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe 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. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's ’s sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord’s actual out-of-pocket third-party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord’s obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (iv) performed by contractors approved in writing by Landlord. Upon 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 expiration of earlier termination of this Lease, approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may elect impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have Tenant either (i) surrender been made to or in connection with the Premises any or all of Alterations as plans and specifications which were approved by Landlord, Landlord (A) such changes or change orders shall determine be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (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 restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cB) Tenant shall keep deliver to Landlord a complete copy of the Premises, “as-built” or final plans and specifications for all alterations or physical additions so made in or to the Building and Premises within thirty (30) days of completing the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantwork. In the event that Tenant shall notnot place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment 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 Premises without 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 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). Such rights of Landlord shall be in addition to all other remedies provided herein or by law’s prior written consent.