Common use of Improvements and Alterations Clause in Contracts

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. 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 without the written consent of the Lessor first had and obtained, 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 workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. 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, (a) Tenant may place such partitions, or changes of whatsoever kind fixtures (including light fixtures), personal property, equipment, machinery and the like (subject to or Section VII) in the demised premises after the Lessee has taken possession thereofPremises and may make, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, such improvements and alterations pursuant to Plans and Specifications that no repairshave the prior written approval of Landlord in each instance, alterationswhich approval as to any non-structural items shall not be unreasonably withheld or delayed but which as to structural items may be granted or denied in Landlord’s sole discretion, improvements, partitions, or changes of whatsoever kind provided that all work done by Tenant in the Premises shall be made without the written consent done in accordance with all zoning, building, fire and other codes applicable thereto. When Tenant submits Plans and Specifications for approval, it shall also list separately or otherwise clearly indicate all elements of the Lessor first had proposed work that Tenant desires to retain the right to remove from the Premises, during or at expiration of the term of this Lease, and obtainedas part of its response to Tenant’s submission, Landlord shall make any objections it has to 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 workmanlike manner with new, first-class materials list and shall be carried out and the plans relating thereto shall be prepared by also list or otherwise indicate such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property elements of the Lessor and form part of proposed work as Landlord retains the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may right to require Tenant to remove at the expiration or sooner earlier termination of the term of this Lease 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 any reason whatsoever require that the Lessee restore the demised premises in whole or in part to the same condition in which they were 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 entering into 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 exceptions 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. Tenant shall be responsible for any damage to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels Building or to the property of any kind from other tenants caused by the demised premises without malfunction of its equipment or the prior consent removal of the Lessor and until all rents and other monies due are fully paid. SIGNSits property as aforesaid.

Improvements and Alterations. 33. The Lessor agrees Tenant shall not make or allow to furnish the demised premises be ---------------------------- made (except as otherwise provided in this Lease) any improvements, alterations or physical additions (including fixtures) in or to the Lessee at Premises or the fixturing date with those improvements set forth as Lessor's Improvements Project, without first obtaining the written consent of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (except in Schedule "C" attached hereto. The Lessee agrees the case of structural changes or changes to be responsible for the installation at the fixturing date at any Building system, in which case Landlord may withhold such approval in its sole riskdiscretion), cost including Landlord's written approval of Tenant's contractor(s) and expense of the Lesseeplans, working drawings and specifications relating thereto (none of which shall be unreasonably withheld, conditioned or delayed, except in the case of structural changes or changes to any Building system, in which case Landlord may withhold such approval in its sole discretion). Approval by Landlord of any of Tenant's Improvements drawings and plans and specifications prepared in accordance connection with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, improvements, partitionsmodifications 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 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, partitionsmodifications or additions to which they relate, for any use, purpose or changes of whatsoever kind conditions, but such approval shall merely be made without the written 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 Lessor first had Premises shall be: (i) made at Tenant's sole cost, risk and obtainedexpense, and Tenant shall pay for Landlord's reasonable costs incurred in connection with and as a result of such consent not to be unreasonably withheldalterations or additions; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made (ii) performed in a good and workmanlike manner with newlabor 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; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, first-class materials the performance of Landlord's obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (v) performed by contractors approved in writing by Landlord, which approval shall not be carried out unreasonably withheld, conditioned or delayed. Tenant shall have no (and the plans relating thereto hereby waives all) rights to payment or compensation for any such item. Tenant shall be prepared by notify Landlord upon completion of such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions modifications or additions and changes Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance and indemnity requirements), and shall deliver to Landlord a complete copy of the "as-built" or final plans and specifications for all alterations or physical additions so made in or to the demised premises at Premises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord's prior written consent, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing provisions of this Section 6.1(b), -------------- Tenant shall notify Landlord of, but shall not be obligated to obtain Landlord's prior consent for any time before improvement, alteration or after physical addition which costs less than $20,000.00 and does not affect the taking of possession by the Lessee, by the Lessee Building's structure or the LessorBuilding's HVAC, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration electrical or sooner termination of 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSplumbing systems.

Improvements and Alterations. 33. The Lessor agrees to furnish the demised premises All improvements in and to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements Premises, including any Alterations (defined in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole riskSection 9.03) (collectively, 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 without the written consent of the Lessor first had and obtained, 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 workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and “Leasehold Improvements”) shall remain upon the demised premises; PROVIDED ALWAYS Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, removes any Required Removables (as hereinafter defined), in compliance with the Lessor National Electric Code or other applicable Law. Landlord, by written notice to Tenant at least thirty (30) days prior to the Expiration Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (such items collectively are referred to as “Required Removables”). Required Removables shall include, without limitation, Tenant’s personal property and merchandise, interior and exterior signage, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications and, notwithstanding anything to the contrary in this Lease, Tenant shall have an obligation to remove the Required Removables specifically enumerated in this sentence upon the expiration or sooner earlier termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole whether or in part not Landlord delivers notice to Tenant requiring removal of the same condition as contemplated by the immediately preceding sentence. The Required Removables shall be removed by Tenant before the Expiration Date or earlier termination of this Lease. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in which they were a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration is a Required Removable. Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the entering into of this LeaseAlteration are Required Removables. If a Default has occurred and remains uncured at the Expiration Date, the exceptions to the Lessee's repair obligations only excepted. The Lessee Tenant shall not be entitled to remove any furnitureof its personal property or merchandise, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent express written approval of the Lessor Landlord, and until Landlord shall have all rents and other monies due rights therein as are fully paid. SIGNSthen available to Landlord by law.

Improvements and Alterations. 33. The Lessor agrees Tenant shall have the right to furnish make alterations, additions and improvements (collectively, the demised premises "ALTERATIONS") to the Lessee Leased Premises as Tenant may deem desirable; provided, however, that if the exterior appearance, or structural elements of the Building, or Building systems will be affected by such Alterations, or if such Alterations will cost more than $25,000, Tenant shall give written notice and complete plans and specifications to Landlord of the proposed Alterations and Landlord shall have 30 days after the receipt of such notice to consent to or disapprove the Alterations. If Landlord disapproves such Alterations, Landlord shall detail the reasons for such disapproval. Any Alterations constructed upon the Leased Premises by Tenant shall be and remain the property of Tenant during the Term. At Landlord's request (unless at the fixturing date with those improvements set forth as Lessortime of Tenant's Improvements in Schedule "C" attached hereto. The Lessee agrees to request for Landlord's approval Tenant shall have requested and Landlord shall have agreed that removal of such installations by Tenant will not be responsible for the installation required), or upon Tenant's election (notwithstanding any request otherwise by Tenant made at the fixturing date at its sole risktime of Landlord's approval), cost Tenant shall remove the Alterations upon expiration or earlier termination of this Lease and expense of repair any damage caused by such removal.. All Alterations shall be accomplished by Tenant using adequately insured and bonded contractors reasonably approved by Landlord, in a good, expeditious, quality and workmanlike manner, in conformity with applicable laws, regulations, ordinances and orders and any covenants, conditions and restrictions encumbering the Lessee's Improvements Leased Premises, and in accordance with the rules plans and regulations specifications approved by Landlord as set forth in Schedule "D" attached heretoprovided above. Should Tenant shall pay when due all claims for labor and materials related to all Alterations and will not allow any lien to attach to the Lessee require any alterationsLeased Premises, improvements, partitionsunless Tenant is diligently contesting the removal of such lien and has provided a bond or other security required under applicable law to avoid forfeiture of the Leased Premises, or changes as may otherwise be reasonably acceptable to Landlord. Landlord may enter upon the Leased Premises for the purpose of whatsoever kind inspecting the work and for posting appropriate notices with respect to or in the demised premises after the Lessee has taken possession thereofany Alterations, the Lessee will make including but not limited to notices of non-responsibility. The conveyor systems and install the same at its own expense; PROVIDED HOWEVER, that no repairs, alterations, improvements, partitions, or changes of whatsoever kind related components purchased by Tenant from Footstar shall be made without the written consent of the Lessor first had removed by Tenant and obtained, any damage caused by such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind removal shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared repaired by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain Tenant upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner earlier termination of 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS.

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. 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 Subtenant shall not make any alterations, improvements, partitions, additions or changes of whatsoever kind improvements 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 Subleased Premises (“Alterations”) without the prior written consent of the Lessor first had and obtainedapproval of plans and specifications therefor by (a) Sublandlord, such which consent shall not to be unreasonably withheld; PROVIDED FURTHER, conditioned or delayed provided that any such repairs(1) no Subtenant Default exists, alterations, improvements, partitions, or changes of whatsoever kind shall be made (2) the Alterations in a good question comply with the terms and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property conditions of the Lessor Prime Lease and form part of (3) the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may Alterations in question would not be required to be removed at the expiration or sooner termination of this Sublease (unless Subtenant agrees to remove any such Alterations at its expense as a condition of Sublandlord’s consent), and (b) Landlord if Landlord’s consent is required under the Prime Lease. In addition to any other reasonable basis upon which Sublandlord may deny, withhold or condition consent to any proposed Alterations, Subtenant agrees that any denial, withholding or conditioning of consent by Landlord shall be deemed a reasonable basis upon which Sublandlord may deny, withhold or condition its consent to the proposed Alterations. Sublandlord agrees to submit to Landlord any request for Landlord consent and approval of plans and specifications and to reasonably cooperate with Subtenant, at no cost to Sublandlord, in obtaining any such consent from Landlord. Any Alterations to the Subleased Premises shall be undertaken in accordance with Section 4 of the Prime Lease. Sublandlord may require any noisy or disruptive work, or work that emits offensive odors, that Subtenant intends to perform be performed outside of the Business Hours set forth in Exhibit C of the Prime Lease. Subtenant shall indemnify, defend and hold harmless Sublandlord for any claims of Landlord or any third parties (including, without limitation, lien claims) arising out of any Alterations made by or by third parties on behalf of Subtenant (or its permitted sub-subtenants or assignees). Any costs or expenses required to be paid pursuant to the Prime Lease relating to any request for consent from Landlord in connection with any such Alterations (including, without limitation, costs and expenses relating to Landlord’s review of space plans and working drawings) or otherwise relating to such Alterations (including, without limitation, any administrative fee or construction management fee required to be paid pursuant to the Prime Lease and any additional real estate taxes resulting from such Alterations) shall be paid by Subtenant within the time period set forth in the Prime Lease for payment of such costs or expenses. In addition, Subtenant shall reimburse Sublandlord within EMF_US 83351163v7 thirty (30) days after written demand by Sublandlord for all actual reasonable out-of-pocket costs incurred by Sublandlord in connection with reviewing any reason whatsoever require that the Lessee restore the demised premises space plans and working drawings, in whole obtaining Landlord’s review of and consent to such Alterations, or otherwise in part any way related to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSsuch Alterations.

Improvements and Alterations. 33. The Lessor agrees (a) Landlord shall improve the Premises using standard Building materials equal to furnish or of better quality than those materials currently used in the demised premises Premises and finishes in accordance with a space plan being prepared by Treieschmann Dumala Architectural Group (the “Architect”), a draft of which is dated October 17, 2018 (the “Space Plan”), and attached hereto as Exhibit “B.” Within ten (10) days from the date hereof, Tenant shall submit an updated Space Plan for Landlord’s review and approval, provided however, Tenant shall have no right to request any changes to the Lessee at Space Plan that would materially alter the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense exterior appearance or basic nature of the Lessee's Improvements Building or the Building systems. Landlord shall have three (3) business days after receipt of the updated Space Plan to review and to give Tenant written notice of Landlord’s approval of the updated Space Plan or its requested changes thereto. If Landlord requests any changes to the updated Space Plan, then Tenant shall make those changes and re-submit within three (3) business days thereof the further revised Space Plan to Landlord for approval. Landlord and Tenant shall continue such process until Tenant addresses Landlord’s comments and Landlord issues written approval of the Space Plan (the “Final Space Plan”). Within fifteen (15) days after the date of the Final Space Plan, Tenant shall cause the Architect to prepare and submit construction drawings to Landlord for approval based on the Final Space Plan and in accordance with the rules and regulations as same procedure set forth above. Landlord shall not be required to install any partition or improvements which are not in Schedule "D" attached heretoconformity with the Final Space Plan. Should The improvements referenced in this Paragraph shall be referred to as the Lessee require “Tenant Improvements.” Notwithstanding any alterations, improvements, partitions, or changes of whatsoever kind provision in this Lease to or in the demised premises after the Lessee has taken possession thereofcontrary, 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 Tenant Improvements shall be made without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made completed in a good and workmanlike manner with new, first-class materials and shall be carried out comply with all laws. In addition to (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 not in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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 lieu of) Landlord’s obligations under this Lease, Landlord shall cause the exceptions general contractor performing the Tenant Improvements to provide a warranty in favor of Tenant against defects in workmanship and materials for a period of twelve (12) months after the Commencement Date. If Tenant notifies Landlord of any such defects within such twelve (12) month period, then Landlord will cause to be repaired, the defects as soon as practicable and shall use commercially reasonable efforts to repair the defects with minimal disruption and interference to Tenant’s use of the Premises. At any time after the expiration such twelve (12) month period, Landlord will promptly, upon written request of Tenant, assign to Tenant (to the Lessee's repair obligations only excepted. The Lessee shall not remove any furnitureextent assignable, leasehold improvements, fixtures, chattels of any kind from available and without warranty or representation by Landlord) all rights which Landlord may have under the demised premises without contract for the prior consent construction of the Lessor Tenant Improvements against the contractor respecting defects in workmanship and until all rents and other monies due are fully paid. SIGNSmaterials.

Improvements and Alterations. 33. 33 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 Schedule "C" attached hereto. 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 without the written consent of the Lessor first had and obtained, 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 workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSSIGNS 34 No signs shall be installed in or on the demised premises or the building or the lands without the prior consent of the Lessor, and, in any event, all signs shall conform to building standard as to size and design, shall be installed by the Lessee and, at the termination of this Lease, shall be removed by the Lessee and any damage caused by such removal shall be repaired, all at the expense of the Lessee. All such signs shall require the written consent of the Lessor as to location and design before their installation and the Lessee shall be responsible at its sole cost for obtaining all appropriate municipal or regulatory approvals.

Improvements and Alterations. 33. The Lessor agrees to furnish (a) During the demised premises to the Lessee at the fixturing date with those improvements set forth as LessorTerm of this Lease and following completion of Tenant's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole riskWork, 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 alterationsTenant, 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, may make non-structural alterations, improvementsadditions and improvements (including, partitionswithout limitation, interior painting and decorating) to the interior of the Premises which are necessary or changes appropriate for the conduct of whatsoever kind shall be made without the Tenant's business with Landlord's prior written consent and in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to, and approved in writing by, Landlord and with a contractor approved by Landlord. Landlord's consent to such alterations and approval of Tenant's contractor shall not be unreasonably withheld or delayed. During the Term of this Lease, Tenant, at Tenant's own expense, may alter the existing curtain wall on any of the Lessor first had and obtainedfacades of the Premises to install louvers for additional outside air and/or exhaust air, at Tenant's option, but subject to Landlord's prior written consent (such consent not to be unreasonably withheld; PROVIDED FURTHER) and in accordance with detailed working drawings and specifications which have been submitted in advance to and approved in writing by Landlord. Tenant shall pay all costs of preparing plans, that any such repairs, drawings and specifications. Such alterations, improvementsadditions and improvements (specifically excluding movable personal property installed by Tenant) are hereinafter collectively called the "Improvements". All the Improvements, partitionswhether placed in or attached to or made part of the Premises prior to or during the Term of this Lease, or changes of whatsoever kind shall become and be Landlord's property and, unless Landlord otherwise elects, shall be made and remain part of the Premises as of the expiration or earlier termination of the Lease. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to require Tenant to remove any or all of its Improvements upon the expiration or earlier termination of this Lease. Construction of the Improvements shall be performed diligently and in a good and workmanlike manner with new, first-class materials and shall be carried out expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements. All work done in connection with the Improvements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, at its expense, shall procure all permits and licenses required by any governing authority having jurisdiction over the Premises and the plans relating thereto business to be conducted in the Premises. Tenant shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions promptly pay all costs and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property expenses of the Lessor and form part of the demised premises and the building Improvements and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at furnish indemnification bonds against performance, liens, costs, damages and expenses in forms and amounts reasonably satisfactory to Landlord, in connection with all alterations and Improvements. At the expiration or sooner earlier termination of 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, Tenant shall remove all of this personal property other than the exceptions Improvements, and, at the option of Landlord, Tenant shall remove any or all of the Improvements. If Landlord elects to have Tenant remove the Improvements, Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors provided that Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall maintain the Improvements in a first class manner during the Term -of the Lease, as extended, and shall be responsible for any and all damages to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniturePremises, leasehold improvements, the fixtures, chattels appurtenances and equipment of any kind from Landlord or the demised premises without Building caused by the prior consent installation, malfunction or removal of the Lessor and until all rents and other monies due are fully paid. SIGNSImprovements or Tenant's Property as defined in Section 9 below.

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole riskLESSEE shall not make any structural alteration, 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, partitionsaddition, or changes of whatsoever kind to or in improvement on 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 LEASED PROPERTY without the written consent of the Lessor first had and obtainedLESSOR. Any major alterations or improvements made or introduced by the LESSEE without the written consent of the LESSOR shall, such upon termination or expiration of this lease, automatically inure to the benefit of the LESSOR without any obligation to pay for its cost or value or the LESSOR may have the same removed at the cost of the LESSEE. Any useful improvements introduced by the LESSEE with the written consent not of the LESSOR may be retained by the LESSOR, upon termination or expiration of this lease, by paying one-half of the value of the major alteration or improvement unless otherwise provided in the written consent. Should the LESSOR refuse to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, keep the said improvements, partitionsthe LESSEE may remove the same even though the LEASED PROPERTY may suffer damage provided that the LESSEE shall not cause any more damage to the LEASED PROPERTY than is necessary for the removal of the improvements, unless otherwise provided in the written consent. continental io-360 parts catalog pdf However, unless otherwise provided in the written consent, any ornamental improvements shall automatically inure to the benefit of the LESSOR unless the LESSOR does not choose to retain said ornamental improvements and the same can be removed without damage to the LEASED PROPERTY. The LESSEE shall not drive nails, hooks, screws, etc. on the walls, ceiling, or changes of whatsoever kind shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property floors of the Lessor and form part LEASED PROPERTY without the prior written consent of the demised premises and the building and LESSOR. The LESSEE shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may remove any installed nails, hooks, screws, etc. at the expiration or sooner termination of this Lease for the lease and restore any reason whatsoever require that the Lessee restore the demised premises in whole or in part surface where said nails, hooks, screws, etc. jokigajetefosefipara.pdf were installed to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only exceptedits original condition. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSd.

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk(a) Tenant, 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, may make ---------------------------- alterations, improvementsadditions and improvements with Landlord's prior written consent to the interior of the Premises which are necessary or appropriate for the conduct of Tenant's business in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to and approved in writing by Landlord along with the identity of the contractor. Such consent or approval shall not be unreasonably withheld or delayed in the case of any proposed work of a non- structural nature which does not affect the common areas or facilities of the Property and is not visible from the exterior of the Premises. In addition, partitionsTenant shall not be required to obtain Landlord's consent to interior painting and similar work of a purely decorative nature so long as the quality thereof conforms to any standard Building criteria established by Landlord. Tenant shall pay all costs of preparing plans, drawings and specifications. Such alterations, additions and improvements (specifically excluding movable personal property installed by Tenant) made after the date hereof are hereinafter collectively called the "Improvements." All the Improvements, whether placed in or changes attached or made to or a part of whatsoever kind the Premises prior to or during the Term of this Lease, shall, unless Landlord otherwise elects and except in the case of customary trade fixtures, become and be Landlord's property and shall be made without the written consent and remain part of the Lessor first had and obtained, such consent not Premises as of the termination of the Term. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to be unreasonably withheld; PROVIDED FURTHER, that require Tenant to remove any such repairs, alterations, improvements, partitions, or changes all of whatsoever kind its Improvements upon the expiration or earlier termination of the Term. Construction of the Improvements shall be made performed diligently and in a good and workmanlike manner with new, first-class materials and shall be carried out expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements. All work done in connection with the Improvements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, at its own expense, shall procure all permits and licenses for the Improvements required by any governing authority having jurisdiction over the Premises and the plans relating thereto business to be conducted in the Premises. Tenant shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions promptly pay all costs and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property expenses of the Lessor Improvements, and form part Tenant shall indemnify the Landlord against performance liens, costs, damages and expenses in connection with all Improvements. In case of damage or destruction of any Improvements which Landlord elected not to be a portion of the demised premises and Premises during the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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 Term of this Lease, Tenant shall have the exceptions right to recover its loss from any insurance company with which it has insured the same. At the end of the Term of this Lease, if not then in default hereunder, Tenant shall remove all of its personal property other than the Improvements (except those Improvements which Landlord elected to require Tenant to remove). If Landlord elects to have Tenant remove the Improvements, Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors, provided that Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor and ceiling and redecorates the area in a manner substantially consistent with the remainder of the Premises. Tenant shall maintain the Improvements in accordance with Section 10 during the Term of the Lease and shall be responsible for any and all damage to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniturePremises, leasehold improvements, the fixtures, chattels appurtenances and equipment of any kind from Landlord or the demised premises without Building caused by the prior consent installation, malfunction or removal of the Lessor and until all rents and other monies due are fully paid. SIGNSImprovements or Tenant's Property, as defined in Section 9.

Improvements and Alterations. 33. The Lessor agrees to furnish LESSEE during the demised premises term of this Lease, shall have the privilege of making alterations and improvements to the Lessee at Premises to the fixturing date with those extent necessary for construction, maintenance and repair of Lessee’s Facilities, provided that no such improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense or alterations 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 Premises shall be made without the prior written consent approval of LESSOR’S Commissioner of Public Works and Director of Parks and Recreation, and without obtaining all building permits and other regulatory or administrative approvals, as or if required prior to the commencement of any construction and such inspections and certificates of occupancy as are normally incidental to the progress and satisfactory conclusion of the Lessor first had same. All improvements or alterations shall be made by LESSEE at its own cost and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind expense and shall be made in a good accordance with and workmanlike manner conform to all applicable laws, ordinances, and regulations, as well as in accordance with newthe provisions of paragraph 4(B) hereof. All improvements or alterations shall be independently contracted by LESSEE, first-class and LESSEE shall promptly pay all contractors, subcontractors and material suppliers for all work performed and materials supplied to the Premises and shall indemnify and save harmless LESSOR from any and all claims made against it by any such contractor, subcontractor or material supplier arising out of the above-described work. LESSEE shall not subject the Property, LESSOR’s interest in the Premises or the Tower to any mechanic’s liens or any other lien whatsoever. If any mechanic’s lien or other lien, charge or order for payment of money will be carried out and filed as a result of any act or omission of LESSEE, LESSEE shall cause such lien, charge or order to be discharged, bonded or otherwise reasonably secured within 30 days after receipt of written notice from LESSOR thereof. If LESSEE shall fail to cause the plans relating thereto lien or encumbrance to be secured within the thirty (30) days prior, then LESSOR shall be prepared by such tradesmanentitled, engineers but not obligated to, discharge or consultants as are approved by the Lessorbond same. All alterations, improvements, partitions LESSEE shall indemnify and changes made in or save LESSOR harmless from all liabilities and costs to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part extent resulting directly from LESSEE’S failure to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNStimely secure same.

Improvements and Alterations. 33. The Lessor agrees to furnish At the demised premises to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense end 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 without the written consent of the Lessor first had and obtained, 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 workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination term of this Lease for any reason whatsoever require that ------------ ---------------------------- Lease, Tenant shall remove its trade fixtures, equipment and other personal property, and Tenant shall have the Lessee restore the demised premises in whole or in part right, provided it notifies Landlord of its intent to the same condition in which they were remove at the time of approval or notice as provided herein, but not the entering into obligation, to remove any of Tenant's Work, provided that Tenant repairs any damage from such removal and returns the Premises to such condition as exists on the Commencement Date, reasonable wear and tear and damage by fire, other casualty and eminent domain excepted. In the case of damage or destruction of such trade fixtures, equipment and other personal property and Tenant's Work during the term of this Lease, Tenant shall have the exceptions 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. At the option of Landlord, which option Landlord may exercise only at the time Landlord approves any Plans and Specifications for any Tenant's Work or upon receipt of notice from Tenant for alterations and improvements which do not require Landlord's approval, Tenant shall remove any or all of Tenant's Work and alterations and improvements at the end of the term, but Landlord shall not require Tenant to remove any of Tenant's Work completed in connection with the initial preparation of each area of the Premises for Tenant's use and occupancy. Landlord may not require removal of pipes, wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall be responsible for any damage to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels Premises caused by the malfunction of any kind from its equipment or the demised premises without the prior consent removal of the Lessor and until all rents and other monies due are fully paid. SIGNSits property as aforesaid.

Improvements and Alterations. 33Tenant shall be required to lease from Landlord and Landlord shall be required to lease to Tenant the Second Must-Take Space. The Lessor agrees to furnish the demised premises Second Must-Take Deli very Date shall be delayed to the Lessee at extent that Landlord fails to deliver possession of the fixturing date with those improvements set forth as Lessor's Improvements Second Must-Take Space for any reason, including but not limited to, holding over by prior occupants. Any such delay in Schedule "C" attached heretothe Second Must-Take Delivery Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. 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 Second Must-Take Space shall be made without the written consent of the Lessor first had and obtained, 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 become a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises Premises and the building terms and conditions of the Lease, shall remain upon apply to the demised premises; PROVIDED ALWAYS Second Must-Take Space, provided, however, that, subject to the remaining terms and conditions of this Section 35.1, Tenant’s obligation to pay Base Rent and Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the date that is one-hundred fifty-seven (157) days following the Lessor may at Second Must-Take Effective Date (as defined in Section 35.2 below) [such one hundred fifty seven (157) day period being referred to herein as the “Second Must-Take Space Construction Period’’. The Second Must-Take Space Construction Period shall be extended on a day-for-day basis for each day that Tenant’s construction of Tenant Improvements in the Second Must-Take Space is delayed by Landlord Delay. Notwithstanding the foregoing, in the event Tenant occupies or commences its business operation in the Second Must-Take Space, including prior to the Second Must-Take Effective Date, Tenant’s obligation to pay Base Rent and Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the earlier of: (i) the date of the commencement of Tenant’s business operations in the Second Must-Take Space and in such event the Second Must-Take Space Construction Period shall be deemed to have expired as of such date, and (ii) the expiration or sooner termination of 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSSecond Must-Take Space Construction Period.

Improvements and Alterations. 33. The Lessor agrees Without the prior written consent of Landlord, Tenant shall not make or permit to furnish the demised premises be made any alterations, additions or improvements in, on or to the Lessee Premises or the Project or any part thereof. Tenant shall provide Landlord with at least ten (10) days prior notice of commencement of alterations, additions or improvements so that Landlord can post notices of nonresponsibility. Notwithstanding any contrary provisions herein, Tenant shall not, in any event, make any alterations, additional or improvements which affect structural portions of the fixturing date Building or Building systems or which are visible from the exterior of the Premises or which interfere with those or disrupt other tenants in the Building or with any work then being carried out therein by Landlord or its contractors. Any alterations, additions or improvements set forth as Lessordesired by Tenant shall be made at Tenant's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense of the Lessee's Improvements in compliance with Section 10 below and in accordance with the rules plans and regulations as set forth specifications, and pursuant to governmental permits, approved in Schedule "D" attached heretoadvance by Landlord. Should the Lessee require Any contractor selected by Tenant to make same must be bondable and licensed and be approved in advance by Landlord and must provide insurance coverage acceptable to Landlord (including, without limitation, a lien-free completion bond). At Landlord's option, any alterations, improvements, partitions, additions 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 improvements desired by Tenant shall be made without by Landlord (or its contractors) for Tenant's account, and Tenant shall pay the written consent cost thereof to Landlord prior to Landlord's contracting for such work; provided, however, that the bid obtained by Landlord shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, theretofore obtained by Tenant and communicated to Landlord. Upon completion of any alterations, additions or improvements, Tenant shall furnish to Landlord a set of "as built" plans and specifications therefor, and, within ten (10) days after completion, Tenant shall cause an appropriate notice of completion to be recorded in the Official Records of Orange County, California. Tenant shall cause all such alterations, additions or improvements to be completed in good, workmanlike, diligent, prompt and expeditious manner in compliance with all applicable laws. Landlord's approval of Tenant's plans and specifications shall not constitute a representation or warranty of Landlord as to the adequacy thereof or compliance thereof with applicable laws. With respect to any alterations, conditions and/or improvements the cost of which exceeds Fifty Thousand Dollars ($50,000) in the aggregate, Tenant shall pay to Landlord a fee equal to five percent (5%) of the Lessor first had and obtained, 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 workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property total cost of the Lessor subject work in excess of Fifty Thousand Dollars ($50,000) for reviewing Tenant's plans and form part specifications and Landlord's coordination, scheduling and review of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration subject work, regardless of whether Landlord or sooner termination of this Lease Tenant contracts 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSsuch work.

Improvements and Alterations. 33. The Lessor Tenant covenants and agrees to furnish that it will construct the demised premises to Facility and make any other improvements, changes, installations, renovations, additions or alterations in and about the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense of the Lessee's Improvements Demised Premises in accordance with the rules terms and regulations provisions of the Agreement and this lease. Tenant shall provide Landlord with "as set forth built" plans for any work completed by Tenant pursuant to this section 17. After Tenant constructs the Facility and if Tenant installs or makes any other improvements, additions, installations, renovations, changes or alterations to the Demised Premises, such improvements shall be the property of Tenant as provided in Schedule "D" attached heretosection 3.2 hereof. Should The Facility and all other improvements, changes, additions, installations, renovations or alterations (including all equipment and movable trade fixtures necessary to maintain the Lessee require Facility as an ongoing operating Facility) shall be subject to purchase by Landlord, in accordance with the terms and provisions of the Agreement, subject to the lien of the mortgage, if then outstanding, in favor of the leasehold mortgagee as contemplated by the Credit Agreement, which mortgage shall remain a lien on the Facility and any such improvements until all obligations of Tenant to such leasehold mortgagee are satisfied in full or discharged. If Landlord has not exercised such right to purchase, upon Landlord's giving 6 months advance notice to Tenant before the Termination Date or upon Landlord's giving 30 days advance notice before or after Tenant's removal from or abandonment of the Demised Premises, whichever is applicable, Tenant shall remove forthwith the Facility and all other improvements, additions, installations, renovations, changes or alterations, level the land to grade level and thereafter pave the Demised Premises with six inches of concrete as a parking lot. if Tenant exercises any of its options to purchase the Demised Premises described in section 39 hereunder, any improvements, 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 repairsadditions, alterations, improvementsinstallations, partitions, renovations or changes not already the property of whatsoever kind Tenant shall be made without the written consent of the Lessor first had and obtained, 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 workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of Tenant upon the Lessor and form part closing of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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 purchase of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSDemised Premises.

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at 9.1.1 Tenant, its sole riskemployees, 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 agents, licensees, or contractors shall not make or install any alterations, improvements, partitionsadditions, or changes fixtures (collectively, “Improvements”) that affect the exterior or interior of whatsoever kind to the Premises or any structural, mechanical, or electrical component of the Premises, or xxxx, paint, drill, or in the demised premises after the Lessee has taken possession thereofany way deface any floors, the Lessee will make and install the same at its own expense; PROVIDED HOWEVERwalls, that no repairs, alterations, improvementsceilings, partitions, or changes of whatsoever kind any wood, stone, or iron work, without Landlord’s consent, which shall be made without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairsconditioned or delayed. Tenant shall employ all reasonably necessary design professionals, alterations(“Architects” and/or “Engineers”) and responsible licensed California contractor(s) (“Contractor”) (subject to Landlord’s commercially reasonably approval which may be nonunion), improvementsto construct its Tenant Improvements, partitionssubject to applicable code requirements and local regulations and subject to Landlord’s consent which shall not be unreasonably withheld, conditioned, or changes of whatsoever kind delayed except that no such consent shall be required for Tenant to conduct minor, non-structural Improvements costing not more than $10,000. Landlord shall have the right to review and approve, which shall not be unreasonably withheld, conditioned, or delayed, all improvements made to the Premises as part of any Tenant Improvements, including being provided at no cost with proposed and final as-built detailed plans, which approval shall not be unreasonably withheld, conditioned, or delayed. Before commencing any work on the Premises and/or in or on the Building, Tenant’s contractor shall obtain construction liability insurance in a good form and workmanlike manner with new, first-class materials policy amount reasonably acceptable to Landlord and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants name Landlord as are approved by the Lessoran additional insured on each applicable policy of insurance. All alterationssubcontractors retained by Tenant’s contractor shall obtain construction liability insurance naming Landlord as additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain worker’s compensation insurance consistent with the type and form of insurance required to be procured by Tenant as provided in Section 10. Additionally, improvementsat the conclusion of all Improvements made to the Premises, partitions Tenant shall cause its Architect and Contractor to update all working drawings as necessary to reflect all changes made in or to the demised premises at any time before or after working drawings during the taking course of possession by construction of Tenant’s Improvements, to certify to the Lessee, by the Lessee or the Lessor, shall immediately become the property best of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS their knowledge that the Lessor may at “record-set” of drawings are true and correct, which certification shall survive the expiration or sooner termination of 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, and to deliver to Landlord one (1) set of CAD “record-set” drawings within 90 days following issuance of a certificate of occupancy for the exceptions Premises, and (b) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS.

Improvements and Alterations. 33. The Lessor agrees to furnish the demised premises After occupance by Tenant pursuant to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole riskterms of this Sublease, 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 Tenant shall make no alterations, improvements, partitionsadditions, or changes of whatsoever kind improvements in or 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 Premises without the prior written consent of Landlord, which shall not be withheld unreasonably. Landlord may require Tenant to provide a Completion Bond and a Bond against liens in connection with the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that construction of any such repairsimprovements. Tenant shall be solely responsible for any alterations required to bring the Leased Premises into compliance with, or maintain such compliance with any applicable State or Federal law or regulation, including, without limitation, the Americans With Disabilities Act, except to the extent that they relate to matters required by environmental laws as to conditions preceding this Sublease. Any permitted alterations, improvements, partitions, additions or changes of whatsoever kind improvements prior to Tenant's occupancy or after occupancy shall be made at Tenant's sole expense. Tenant shall secure any and all governmental permits required in a good and workmanlike manner connection with newany such work, first-class materials and shall be carried out hold Landlord harmless from any and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessorall liability (including reasonable attorney' s fees) resulting therefrom. All alterations, improvementsadditions and improvements (except trade fixtures, partitions appliances and changes made in or to equipment which shall not be deemed a part of the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the LessorPremises), shall immediately become the property of the Lessor and form part of the demised premises and the building Landlord without any obligation to pay Tenant therefor and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at not be removed by Tenant except as hereinafter provided. Upon the expiration or sooner termination of this Lease the term hereof, Tenant shall, upon written demand by Landlord which shall be given at least ten (10) days prior to the end of the term, at Tenant's sole cost and expense forthwith and with all due diligence remove any alterations, additions or improvements made by Tenant which are designated by Landlord for removal, repair any reason whatsoever require that damage to the Lessee Premises caused by such removal and, if requested by Landlord, restore the demised premises in whole or in part altered Premises to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSits original condition.

Improvements and Alterations. 33. The Lessor agrees TENANT shall have the right during the continuance of this Lease to furnish make improvements and alterations on the demised premises to the Lessee at the fixturing date with those improvements set forth Leased Premises as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to may be responsible proper and necessary for the installation at the fixturing date at its sole riskconduct of TENANT'S business; provided, 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 HOWEVERhowever, that no repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made without TENANT obtains the written consent of the Lessor first had and obtainedLANDLORD for any alterations or improvements, such which consent will not to be unreasonably withheld; PROVIDED FURTHER. At the sole option of LANDLORD, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind improvements and alterations shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may LANDLORD at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee Lease. If LANDLORD elects not to take such improvements, TENANT agrees to restore the demised premises in whole or in part to the same their condition in which they were at the time of the entering into beginning of this Lease. Except as otherwise provided, furnishings and trade fixtures installed on the Leased Premises by TENANT and paid for by TENANT, including, without limitation, any cranes and crane ways and any other fixtures installed by TENANT (other than the capitalized equipment shown on Schedule A which shall deemed to be the property of LANDLORD) shall remain the property of TENANT and may be removed upon the termination of this Lease, the exceptions provided: a) that any of such as are fixed to the Lessee's Leased Premises and require severance may be removed only if TENANT shall repair obligations only excepted. The Lessee any damage caused by such removal to restore the Leased Premises in substantially the same condition as that when rented; and b) that TENANT shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent have fully performed all of the Lessor covenants and until all rents agreements to be performed under the provisions of this Lease. It is further agreed that TENANT shall return the Leased Premises in as good a condition as that on the initial date of the term of the lease including repainting, repairing and other monies due are fully paid. SIGNScleaning up of the Leased Premises.

Improvements and Alterations. 33. The Lessor agrees Lessee's right to furnish the demised premises make improvements or alterations to the Premises shall be subject to the following conditions: (A) Lessee at shall not make any improvements or alterations in or on the fixturing date with those Premises without the prior written approval of Lessor, provided, however, that Lessor shall not unreasonably withhold such approval if such improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for or alterations do not affect the installation at the fixturing date at its sole riskstructural components and elements, cost and expense or electrical, plumbing or mechanical systems of the Lessee's Improvements Building. (B) No improvement or alteration involving an expenditure 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 excess 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 $1,000 shall be made without the first obtaining Lessor's written consent approval of the Lessor first had and obtainedplans therefor, but such consent approval shall not to be unreasonably withheld; PROVIDED FURTHER, that withheld by Lessor. Lessee shall furthermore first obtain Lessor's written approval before any such repairs, alterations, improvements, partitions, modification or changes of whatsoever kind are made in such plans after Lessor's approval thereof. (C) All improvements and alterations shall be made consistent with the operation of a first-class medical office building. (D) No improvement or alteration 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 governmental agencies having jurisdiction. (E) All work done in connection with any improvements or alterations shall be done in a good and workmanlike manner and in compliance with newcondominium documents (if applicable), first-class materials all building and zoning laws, and with all other laws, ordinances, rules, requirements of any federal, state or municipal agency having jurisdiction and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers completed free of all mechanics' or consultants as are approved by the Lessormaterialmen's liens. All alterations, improvements, partitions and changes made in (F) Any improvements or alteration to the demised premises at Premises, except movable furniture, trade fixtures, medical equipment and any time before or after readily removable cabinets placed by Lessee in the taking of possession by the Lessee, by the Lessee or the LessorPremises, shall immediately at once become the absolute property of the Lessor and form part of the demised premises and the building and shall remain upon and be surrendered with the demised premises; PROVIDED ALWAYS that the Lessor may Premises as a part thereof at the expiration or sooner termination of this Lease for without disturbance or injury, but Lessor reserves the right to require Lessee to remove any reason whatsoever require that the improvement or alteration made by Lessee and to repair and restore the demised premises in whole or in part Premises to a condition substantially equivalent to the same condition in which they were at the time of the entering into of this Lease, the exceptions Premises prior to the Lessee's repair obligations only exceptedsuch improvement or alteration. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS7.

Improvements and Alterations. 33. The Lessor agrees to furnish the demised premises Alterations, installations, additions, and improvements ("Improvements") to the Lessee at Premises shall be made only upon the fixturing date with those improvements set forth as Lessorwritten approval of Landlord, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord's approval shall not be required for (a) any Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible that are not of a structural nature and that cost less than $10,000 or (b) any rewiring of the building by Tenant for the installation telecommunications, e-mail, video and other electrical demands it may have. Improvements by Tenant shall be made at the fixturing date at its Tenant's sole risk, cost and expense of the Lessee's and any contractor or person selected by Tenant to make Improvements must first be approved in accordance writing by Landlord. All Improvements, together 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 all repairs required 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 without the written consent of the Lessor first had and obtainedby Tenant, 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 workmanlike manner and in compliance with newall governmental requirements and rating bureau recommendations, first-class materials and shall be carried out performed by competent workmen. Tenant shall obtain all necessary permits from governmental authorities and provide Landlord with copies thereof prior to commencing construction of any Improvements Tenant shall promptly repair any damage and perform any necessary cleanup to the plans relating thereto Premises resulting from any Improvements made by Tenant. AU Improvements, temporary or permanent (except trade fixtures, furniture and equipment belonging to Tenant which are removable) in or upon the Premises, whether placed there by Tenant or Landlord, 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 the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the Landlord's property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part Premises (except to the same condition extent Landlord requires such Improvements to be removed as provided in which they were at section 24), all without compensation, allowance or credit to Tenant and shall not constitute Additional Rent or payment in lieu of Base Rent or Additional Rent. Tenant agrees not to create, incur, impose, permit or suffer to exist any lien or other obligation against the time Premises or Landlord by reason of the entering into of any Improvement or any repair or decoration permitted or required to be made by Tenant pursuant to this Lease, and Tenant agrees to hold Landlord harmless from and against any such lien claim. At its expense, Tenant shall cause to be discharged, within ten days of the exceptions filing thereof, any construction lien claim filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, or on behalf of Tenant; provided, however, that in the event of a good faith dispute by Tenant as to the Lessee's repair obligations only excepted. The Lessee validity of such lien, Tenant shall not remove any furniturehave the right, leasehold improvementsin lieu of discharging said lien, fixturesto furnish Landlord within such ten day period, chattels with a bond satisfactory to Landlord, indemnifying Landlord against loss by reason of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSsuch lien.

Improvements and Alterations. 33. The Lessor agrees During the Term of this Lease, Tenant shall at all times and without Landlord’s prior consent have the sole and exclusive right to furnish the demised premises make any interior, non‑structural, non-MEP (mechanical, electrical, plumbing) alterations (decorative or cosmetic in nature) in and to the Lessee at Premises that Tenant deems advisable and which do not affect the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense structural components of the Lessee's Improvements Building. All other modifications and/or alterations to the Building and/or the Project shall require Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with any alterations requiring Landlord’s approval, Landlord shall have written approval rights over Tenant’s contractor(s) and of the plans, working drawings and specifications relating thereto. Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in accordance connection with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, improvements, partitionsmodifications or additions to the Premises or the Project requiring Landlord’s approval shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, 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, partitionsmodifications or additions to which they relate, for any use, purpose or changes of whatsoever kind conditions, but such approval shall merely be made without the written consent of Landlord as required hereunder. Any and all furnishing, equipping and improving of or other alteration and addition to the Lessor first had Premises shall be: (A) made at Tenant’s sole cost, risk and obtainedexpense, and Tenant shall pay for Landlord’s actual costs incurred in connection with and as a result of such consent not to be unreasonably withheldalterations or additions; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made (B) performed in a prompt, good and workmanlike manner with newlabor and materials of such quality as Landlord may reasonably require; (C) constructed in accordance with all plans and specifications approved in writing by Landlord prior to the commencement of any such work to the extent Landlord’s approval is required under this Section 6.1(b); (D) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, first-class materials the performance of Landlord’s obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (E) performed by contractors approved in writing by Landlord (such approval not be unreasonably withheld, conditioned or delayed) only to the extent Landlord has approval rights regarding such alterations. Tenant shall be carried out have no (and the plans relating thereto hereby waives all) rights to payment or compensation for any such item. Tenant shall be prepared by notify Landlord upon completion of such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions modifications or additions and changes made in 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 the demised premises at any time before or after the taking of possession by the Lesseesuch work (including but not limited to, by the Lessee or the Lessorinsurance, shall immediately become the property of the Lessor indemnity and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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, the exceptions to the Lessee's repair obligations only exceptedbonding requirements). The Lessee Tenant shall not remove any furnitureplace safes, leasehold improvementsvaults, fixturesfiling cabinets or systems, chattels of any kind from libraries or other heavy furniture or equipment within the demised premises Premises without the Landlord’s prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSwritten consent.

Improvements and Alterations. 33. The Lessor agrees Tenant shall not make or allow to furnish the demised premises be made (except as otherwise provided in this Lease) any improvements, alterations or physical additions (including fixtures) in or to the Lessee at Premises or the fixturing date with those improvements set forth as LessorProject, without first obtaining the written consent of Landlord, including Landlord's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost written approval of Tenant's contractor(s) and expense of the Lesseeplans, 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 Improvements structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in accordance writing with the rules reasonable specificity to Tenant's request for approval of plans and regulations as set forth specifications within ten (10) business days after submission of Tenant's plans, Landlord's approval therefor shall be deemed granted. Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in Schedule "D" attached hereto. Should the Lessee require connection with any alterations, improvements, partitionsmodifications 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 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, partitionsmodifications or additions to which they relate, for any use, purpose or changes of whatsoever kind conditions, but such approval shall merely be made without the written consent of Landlord as required hereunder. Any and all furnishing, equipping and improving of or other alteration and addition to the Lessor first had Premises shall be: (i) made at Tenant's sole cost, risk and obtainedexpense, and Tenant shall pay for Landlord's actual out-of-pocket third party costs incurred in connection with and as a result of such consent not to be unreasonably withheldalterations or additions; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made (ii) performed in a prompt, good and workmanlike manner with newlabor 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 the commencement of any such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, first-class materials the performance of Landlord's obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Tenant shall be carried out have no (and the plans relating thereto hereby waives all) rights to payment or compensation for any such item. Tenant shall be prepared by notify Landlord upon completion of such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions 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, to the extent any changes or change orders have been made to or in connection with the plans and specifications which were approved by Landlord, (A) such changes or change orders shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (B) Tenant 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 demised premises at any time before or after Premises within thirty (30) days of completing the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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, the exceptions to the Lessee's repair obligations only exceptedwork. The Lessee Tenant shall not remove any furnitureplace safes, leasehold improvementsvaults, fixturesfiling cabinets or systems, chattels of any kind from libraries or other heavy furniture or equipment within the demised premises Premises without the Landlord's prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSwritten consent.

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. The Lessee agrees (a) Tenant will not make or suffer 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 made any alterations, improvements, partitionsadditions or improvements to or of the Premises or any part thereof, or changes of whatsoever kind to attach any fixtures or in the demised premises after the Lessee has taken possession thereofequipment thereto, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, without first obtaining Akzo Nobel's written approval which approval shall not be unreasonably withheld. Any alterations, improvements, partitions, additions or changes of whatsoever kind improvements to the Premises consented to by Akzo Nobel shall be made without by Tenant at Tenant's sole cost and expense, and any contractor or other person selected by Tenant to make the same shall be subject to Akzo Nobel's prior written consent of the Lessor first had and obtained, such consent approval which approval shall not to be unreasonably withheld; PROVIDED FURTHER. At Akzo Nobel's option, that any such repairs, all alterations, improvementsadditions, partitionsfixtures and improvements (exclusive of Tenant's office furniture, business machinery, and trade fixtures), whether temporary or changes of whatsoever kind shall be made permanent in a good and workmanlike manner with newcharacter, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to upon the demised premises at any time before Premises either by Tenant, or after the taking by Akzo Nobel on behalf of possession by the Lessee, by the Lessee or the LessorTenant, shall immediately become Akzo Nobel's property and, at the property end of the Lessor and form part of the demised premises and the building and Term hereof, shall remain on the Premises without compensation to Tenant. Akzo Nobel upon the demised premises; PROVIDED ALWAYS that the Lessor may written notice to Tenant at the expiration or sooner other termination of this Lease for shall have the option to require Tenant to remove any reason whatsoever require that the Lessee additions, improvements, alterations, fixtures and/or installations made by Tenant, or by Akzo Nobel on behalf of Tenant, at Tenant's sole cost and expense and shall restore the demised premises in whole Premises to their original condition as delivered to Tenant by Akzo Nobel at the commencement of the Lease, ordinary wear and tear, damage thereto by fire, earthquake, Act of God excepted. If Tenant should fail to restore the Premises to their original condition after notice from Akzo Nobel, then Akzo Nobel may, at Akzo Nobel's option, restore the Premises to their original condition and Tenant shall promptly reimburse Akzo Nobel for the cost of such work. Tenant may remove any of Tenant's office furniture, business machinery, or in part trade fixtures from the Premises which can be removed without damage to the same condition in which they were Premises. Tenant shall promptly repair, at Tenant's expense, any damage to the Premises caused by the removal of such office furniture, business machinery, or trade fixtures. Notwithstanding anything to the contrary above (i) Tenant will not be required or permitted to remove Landlord's Work and (ii) if Tenant seeks to make any improvements to the Premises, Akzo Nobel must advise Tenant at the time it approves Tenant's plans, whether Akzo Nobel will require the improvements to be removed at the end of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS.

Improvements and Alterations. 33. The Lessor agrees Tenant shall not make or allow to furnish the demised premises be made (except as otherwise provided in this Lease) any improvements, alterations or physical additions (including fixtures) in or to the Lessee at Premises or the fixturing date with those improvements set forth as LessorProject, without first obtaining the written consent of Landlord, including Landlord's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost written approval of Tenant's contractor(s) and expense of the Lesseeplans, 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 Improvements structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in accordance writing with the rules reasonable specificity to Tenant's request for approval of plans and regulations as set forth specifications within ten (10) business days after submission of Tenant's plans, Landlord's approval therefor shall be deemed granted. Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in Schedule "D" attached hereto. Should the Lessee require connection with any alterations, improvements, partitionsmodifications 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 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, partitionsmodifications or additions to which they relate, for any use, purpose or changes of whatsoever kind conditions, but such approval shall merely be made without the written consent of Landlord as required hereunder. Any and all furnishing, equipping and improving of or other alteration and addition to the Lessor first had Premises shall be: (i) made at Tenant's sole cost, risk and obtainedexpense, and Tenant shall pay for Landlord's actual out-of-pocket third-party costs incurred in connection with and as a result of such consent not to be unreasonably withheldalterations or additions; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made (ii) performed in a prompt, good and workmanlike manner with newlabor 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 the commencement of any such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, first-class materials the performance of Landlord's obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Tenant shall be carried out have no (and the plans relating thereto hereby waives all) rights to payment or compensation for any such item. Tenant shall be prepared by notify Landlord upon completion of such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions 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, to the extent any changes or change orders have been made to or in connection with the plans and specifications which were approved by Landlord, (A) such changes or change orders shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (B) Tenant 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 demised premises at any time before or after Premises within thirty (30) days of completing the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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, the exceptions to the Lessee's repair obligations only exceptedwork. The Lessee Tenant shall not remove any furnitureplace safes, leasehold improvementsvaults, fixturesfiling cabinets or systems, chattels of any kind from libraries or other heavy furniture or equipment within the demised premises Premises without the Landlord's prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSwritten consent.

Improvements and Alterations. 33. The Lessor (a) Except as expressly set forth in this Lease, including without limitation, the Work Letter, Landlord shall deliver the Premises to Tenant, and Tenant agrees to furnish accept the demised premises 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 Lessee at contrary, to the fixturing date extent not already completed as of the Effective Date of this Lease, Landlord’s sole construction obligations with respect to the Premises shall be to complete those improvements items of Landlord’s Work set forth in Exhibit H attached hereto and incorporated herein for all purposes and those obligations of Landlord set forth in the Work Letter attached hereto as Lessor's Improvements Exhibit B and any obligations expressly set forth in Schedule "C" attached heretoParagraph 19(hh) below. The Lessee agrees Subject to Landlord’s reasonable regulations, restrictions and guidelines and applicable laws and subject to Landlord’s reasonable approval with respect to location and specifications, Tenant may core drill between the floors of the Premises (including the floor of the fourth floor of the Building) to install and service wire, conduit and cable that serve Tenant’s equipment in the Premises in accordance with, and subject to, the other terms and provisions of this Lease and Landlord’s rights hereunder with respect to such areas. Tenant shall 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 without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that restoring any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may core drills at the expiration or sooner earlier termination of this the Lease. Subject to applicable laws, codes ordinances and regulations and Landlord’s prior written reasonable approval, Tenant shall be permitted to use the internal stairwells in the Building between the floors of the Premises (including the right to install security on those doors such as card readers, provided that (i) such security installation is in compliance with all applicable laws, codes and ordinances, (ii) Landlord approves the plans and specifications with respect to such security systems, (iii) Tenant being obligated to provide Landlord with access cards for such security systems, and (iv) upon the expiration or earlier termination of the Lease for any reason whatsoever require that the Lessee Tenant shall be required to remove such security systems and restore the demised premises in whole or in part Building to the same condition existing prior to such installation). Any costs associated with investigating code requirements and/or making improvements or alterations required by code in which they were at order for Tenant to utilize the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee internal stairways and install security equipment shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSbe paid for by Tenant.

Improvements and Alterations. 33. 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 Schedule "C" attached hereto. The Lessee agrees to Licensee shall be responsible for the installation at the fixturing date at its sole risk, cost and expense for acquiring, delivering, constructing, and/or installing all improvements and alterations to the Licensed Premises that it deems necessary for its occupancy and use of the Lessee's Improvements Licensed Premises for its intended purpose. Ownership of all improvements and alterations to the Licensed Premises constructed or installed by Licensee pursuant to this section shall remain with Licensee until termination of this License Agreement at which time title and possession of those improvements and alterations shall transfer to Licensor without compensation to licensee unless demand for their removal is given to Licensee by Licensor at least 90 days prior to the date of termination of this License Agreement. Should Licensee fail to remove said improvements, and/or equipment, the same may be sold, removed or demolished, and Licensee shall reimburse Licensor for any cost or expense in accordance connection therewith in excess of any consideration received by Licensor as a result of said sale, removal or demolition. Licensee may construct or install only those alterations and improvements to the Licensed Premises that Licensor has approved in advance in writing. Prior to the commencement of any such construction work, including any and all modifications to improvements or alterations already constructed or installed by Licensee, and at all times thereafter, Licensee will procure, maintain and comply with the all permits, licenses, variances, authorizations and approvals required under applicable laws, rules and regulations as of the jurisdiction in which the Real Property is located and provide to Licensor copies of all permits, licenses, variances, authorizations and approvals obtained pursuant to this section. Licensee acknowledges that construction work in the Building may be subject to the prevailing wage requirements in the California Labor Code (commencing with section 1720), and the plan review and inspection requirements set forth in Schedule "D" attached heretothe California Building Code, and/or the local jurisdiction having authority. Should All such construction or installation work will be performed by licensed contractors. Licensee’s contractors shall furnish all tools, equipment, labor and material necessary to perform and complete the Lessee require any alterationswork, 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 without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made complete it in a good and workmanlike manner and with newhigh quality material. Licensee will permit Licensor, first-class its employees, agents, or contractors to inspect the Licensed Premises during the course of construction to conduct inspections, testing, and approvals of the work. If the construction work requires a permit such construction work shall remain accessible and exposed for inspection purposes until approved. The schedule for all construction activity must be approved in advance by Licensor and not disturb or interfere in any way with Court or County operations on the Real Property. No construction materials or debris may be stored in or on the Real Property without express prior written consent of Licensor. Licensee acknowledges that the Building may contain asbestos materials. Prior to the commencement of any construction work, including any and all modifications to improvements or alterations already constructed, Licensee shall consult with Licensor to determine whether asbestos containing materials are present in the materials being demolished or renovated. If asbestos is, or may be carried out contained in such materials the Licensee shall, at its sole cost, conduct its construction work as required under the Judicial Council Asbestos Work Permit and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the LessorManagement Process. All alterations, improvements, partitions and changes made in Each of Licensee’s contractors that performs work on or to the demised premises at any time before or after Licensed Premises must obtain and maintain insurance of the taking type and with coverage amounts set forth in Exhibit “B,” which is attached to and made a part of possession this License Agreement by this reference. All such contractors must indemnify, defend, and hold harmless the Parties and the Court and County from and against all claims, demands, liabilities, damages, attorney fees, costs, expenses, and losses arising from the performance by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form contractors under their contracts including all costs to repair any damage to any part of the demised premises Real Property, and neither party waives any right of recovery or subrogation against the building other in respect of its contractual arrangements with the contractors. Licensee shall pay, or cause to be paid, all costs for work to be done by it, on the Licensed Premises, and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole all materials furnished for or in part connection with any such work. If any lien is filed against the Licensed Premises, Licensee shall cause the lien to the same condition in which they were at the time be discharged of the entering into record within 15 days after Licensee receives written notice that such a lien has been filed. Licensee shall indemnify, defend and hold Licensor and County harmless from any and all liability, loss, damage, costs, attorneys’ fees and all other expenses on account of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels claims of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSliens or laborers or materialmen or others for work performed or materials or supplies furnished for Licensee or persons claiming under Licensee.

Improvements and Alterations. 33(a) The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary or advisable to repair or maintain the Leased Property in the 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 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) 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 Alterations (1) in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Leased Property or (2) that would adversely affect the marketability of the Leased Property; (ii) no Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Leased Property. The Lessor agrees to furnish the demised premises to the Lessee Lessor, at the fixturing date with those improvements set forth as Lessee’s expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable; provided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever by the Lessor's Improvements in Schedule "C" attached hereto. The Lessee agrees to be responsible for , such responsibility and liability being solely the installation at the fixturing date at its sole risk, cost and expense responsibility of the Lessee's Improvements in accordance with ; (iii) 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 Alterations shall be made without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made completed in a good and workmanlike manner and in compliance in all material respects with new, first-class materials all Applicable Laws then in effect and shall with the standards imposed by any insurance policies required to be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any 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, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNSmaintained hereunder;

Improvements and Alterations. 33. The Lessor agrees Tenant shall not make or allow to furnish the demised premises be ---------------------------- made (except as otherwise provided in this Lease) any improvements, alterations or physical additions (including fixtures) in or to the Lessee at Premises or the fixturing date with those improvements set forth as LessorProject, without first obtaining the written consent of Landlord, including Landlord's Improvements in Schedule "C" attached hereto. The Lessee agrees written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto, such approval not to be responsible for the installation at the fixturing date at its sole riskunreasonably withheld, cost conditioned or delayed. Approval by Landlord of any of Tenant's drawings and expense of the Lessee's Improvements plans and specifications prepared in accordance connection with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, improvements, partitionsmodifications 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 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, partitionsmodifications or additions to which they relate, for any use, purpose or changes of whatsoever kind conditions, but such approval shall merely be made without the written 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 Lessor first had Premises shall be: (i) made at Tenant's sole cost, risk and obtainedexpense, 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; PROVIDED FURTHER, that 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 such repairs, alterations, and all improvements, partitions, alterations or changes of whatsoever kind shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made physical additions (including fixtures) in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee Premises or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS Project that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part Tenant is permitted to perform pursuant to the same condition in which they were at the time of the entering into terms of this Lease, including, without limitation, the exceptions work performed pursuant to the Lessee's repair obligations only excepted. The Lessee terms of the Work Letter Agreement, attached hereto as Exhibit "E", but not including the installation or application of painting, carpeting or of finishing materials performed subsequent to the work performed pursuant to the terms of the Work Letter Agreement, Landlord shall not remove any furniture, leasehold charge Tenant a construction management fee of two (2) percent of the total costs of such improvements, alterations or physical additions (including fixtures, chattels of any kind from the demised premises without the prior consent of the Lessor and until all rents and other monies due are fully paid. SIGNS).