Common use of Requirements Clause in Contracts

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord may condition its consent for and/or Landlord’s mortgagees and are authorized to do business in the state in which the Building is located and are rated not less than financial class X, and not less than policyholder rating A in the most recent version of Best’s Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 20.1(a) and requirements, including preparation of all construction plans, drawings and specifications for approval by 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, at Landlord’s request, Landlord’s mortgagees, ground lessors (if any) and managers of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) not have a deductible amount exceeding a commercially reasonable level, which amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the use insurance afforded by such policy for the benefit of contractors Landlord and subcontractors approved Landlord’s mortgagees and ground lessors shall be primary, and any insurance carried by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing; (f) contain an endorsement that the delivery insurer waives its right to subrogation as described in Section 22 below; (g) intentionally deleted; (h) contain a cross liability or severability of performance and payment bonds showing Landlord as a beneficiaryinterest endorsement; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, be in writing, it amounts sufficient at all times to satisfy any coinsurance requirements thereof. Each such policy shall also provide that any loss otherwise payable thereunder shall be deemed that payable notwithstanding (i) any act or omission of Landlord or Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (yiv) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end any change in title or ownership of the Lease TermPremises. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expenseagrees to deliver to Landlord, and strictly comply with in no event later than the following requirements: earlier of (ai) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with Date or (ii) the date Tenant takes possession of all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building certified copies of each such insurance policy (or Complex in connection certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with approving the foregoing provisions of this Section 20). Tenant shall cause replacement policies or certificates to be delivered to Landlord not less than thirty (30) days prior to the expiration of any Alterations such policy or policies. If any such initial or replacement policies or certificates are not furnished within the time(s) specified herein, Tenant shall be paid solely deemed to be in material default under this Lease without the benefit of any additional notice or cure period provided in Section 23.1 below, and Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense. Tenant agrees to use good faith efforts to notify Landlord in writing prior to any material change or cancellation of the insurance required to be carried by Tenant to Landlord prior to commencing any Alterationshereunder.

Requirements. Tenant understands that, in order for Landlord may condition its consent to qualify as a real estate investment trust (a "REIT") under the Internal Revenue Code (the "Code"), the following requirements (the "REIT Requirements") must be satisfied: 20.1 The average of the adjusted tax bases of the personal property that is leased to Tenant with respect to the Premises at the beginning and end of a calendar year cannot exceed fifteen percent (15%) of the average of the aggregate adjusted tax bases of the real and personal property comprising such Premises that is leased to Tenant under such lease at the beginning and end of such calendar year (the "Personal Property Limitation"). If Landlord reasonably anticipates that the Personal Property Limitation will be exceeded with respect to the Premises for any Alterations upon Lease Year, Landlord shall notify Tenant, and Landlord and Tenant complying at its expense with reasonable conditions and requirementsshall negotiate in good faith the purchase by Tenant of items of personal property anticipated by Landlord to be in excess of the Personal Property Limitation. Provided, including preparation of all construction planshowever, drawings and specifications for approval that Tenant's responsibility to purchase such personal property will be offset by Landlord in some mutually agreeable manner. 20.2 Tenant cannot sublet the property that is leased to it by Landlord; , or enter into any similar arrangement, on any basis such that the use of contractors and subcontractors approved rental or other amounts paid by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approvesublessee thereunder would be based, in writingwhole or in part, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: either (a) Following approval the net income or profits derived by Landlord the business activities of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in sublessee or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner any other formula such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be rent paid solely by Tenant to Landlord prior would fail to commencing qualify as "rent from real property" within the meaning of Section 856(d) of the Code. 20.3 Anything to the contrary in this Agreement notwithstanding, Tenant shall not sublease the property leased to it by Landlord to, or enter into any Alterationssimilar arrangement with, any person in which Landlord owns, directly or indirectly, a ten percent (10%) or more interest, with the meaning of Section 856(d)(2)(B) of the Code, and any such action shall be deemed void ab initio. 20.4 Anything to the contrary in this Agreement notwithstanding, neither party shall take, or permit to take, any action that would cause Landlord to own, directly or indirectly, a ten percent (10%) or greater interest in the Tenant within the meaning of Section 856(d)(2)(B) of the Code, and any similar or successor provision thereto, and any such action shall be deemed void ab initio.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration requiring Landlord's consent, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) For alterations which require Landlord's consent, Tenant must obtain the prior written approval from Landlord for Tenant's contractors before the commencement of any work. Tenant's contractor for any work shall maintain commercial general liability and workers' compensation insurance in amounts required under this Lease; (g) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (ci) All Except for a Minor Alteration, Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord's engineers and expenses other consultants for review of all plans, specifications and working drawings for the alteration, within ten (10) business days after Tenant's receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any alteration, a construction administrative fee equal to five percent ( 5%) of the total cost of the alteration and the actual, reasonable costs incurred by Landlord in altering, repairing or replacing for any portion services rendered by Landlord's management personnel and engineers to coordinate and/or supervise any of the Premises, Building alteration to the extent such services are provided in excess of or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsafter the normal on-site hours of such engineers and management personnel.

Requirements. Landlord may condition its consent for (a) If on any Alterations upon Tenant complying at its expense with reasonable conditions date (after giving effect to any other repayments or prepayments on such date) the sum of (i) the aggregate outstanding principal amount of Revolving Loans and requirementsSwingline Loans plus (ii) the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in effect, including preparation the Borrower shall repay on such date that principal amount of Swingline Loans and, after Swingline Loans have been paid in full, Unpaid Drawings and, after Unpaid Drawings have been paid in full, Revolving Loans, in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all construction plansoutstanding Swingline Loans, drawings Unpaid Drawings and specifications for approval by Landlord; Revolving Loans, the use aggregate amount of contractors and subcontractors approved by Landlord; Letter of Credit Outstandings exceeds the delivery of performance and payment bonds showing Landlord Total Revolving Commitment as then in effect (any such excess, a beneficiary; "Total Revolving Commitment Excess Amount"), the Borrower shall pay to the Agent an amount in cash and/or Cash Equivalents equal to such Total Revolving Commitment Excess Amount and the delivery Collateral Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to Landlord a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent and the Borrower which shall permit certain investments in Cash Equivalents satisfactory to the Agent and the Borrower, until the proceeds are applied to the secured obligations and which shall provide that a portion of duplicate originals of all marked construction drawings. In requesting Landlord’s consentthe balance, Tenant may if any, held in a cash collateral account established under such cash collateral agreement equal to the amount by which such balance exceeds the Total Revolving Commitment Excess Amount from time to time, shall be released to the Borrower provided that (x) ask Landlord to provide as a result of such release, a mandatory -------- prepayment shall not be required under the approval set forth in Section 17.1 first sentence of this paragraph (ia) unless such prepayment is made concurrently with such release, and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end immediately after giving effect thereto, no Default or Event of the Lease Term. Tenant Default shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in have occurred or upon the Premises as provided by law;be continuing or would result from such release. (b) The Alterations must use materials If on any date the sum of at least the aggregate outstanding principal amount of Revolving Loans, Swingline Loans and Letter of Credit Outstandings exceeds the Total Availability as then in effect, the Borrower shall repay on such date that principal amount of Swingline Loans and, after Swingline Loans have been paid in full, Unpaid Drawings and, after Unpaid Drawings have been paid in full, Revolving Loans in an aggregate amount equal quality to Leasehold Improvements at such excess. If, after giving effect to any such prepayment of all outstanding Unpaid Drawings and Loans, the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter aggregate amount of Letter of Credit Outstandings exceeds the Total Availability then in effect (any such excess, the "Total Availability Excess Amount"), the Borrower shall pay to the Agent an amount in cash and/or Cash Equivalents equal to such Total Availability Excess Amount and the Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent and the Borrower which shall permit certain investments in Cash Equivalents satisfactory to the Agent and the Borrower, until the proceeds are applied to the secured obligations and which shall provide that a portion of the balance, if any, held in a manner cash collateral account established under such cash collateral agreement equal to the amount by which such balance exceeds the Total Availability Excess Amount from time to time, shall be released to the Borrower provided -------- that they will (x) as a result of such release, a mandatory prepayment shall not interfere be required under the first sentence of this paragraph (b) unless such prepayment is made concurrently with the quiet enjoyment such release and (y) immediately after giving effect thereto, no Default or Event of the other tenants in the Complex; andDefault shall have occurred or be continuing or would result from such release. (c) All costs The Borrower shall be required to repay (x) the principal amount of Initial Tranche A Term Loans in 23 consecutive installments payable on the last day of March, June, September and expenses incurred by Landlord December of each year and on the Tranche A Term Facility Final Maturity Date, commencing on March 31, 1997 (after giving effect to the prepayments made on November 24, 1995 and February 20, 1996) (each such repayment, as the same may be reduced as provided in alteringSections 4.1 and 4.2(B), repairing or replacing an "Initial Tranche A Scheduled Repayment"), each such installment on any portion such date to be in an amount equal to (i) for the year 1997, the amount set forth below opposite each such date which occurs in 1997 and (ii) for the years 1998 through 2002, 25% of the Premisesamount set forth below opposite the year during which such date occurs: Year[1] Amount ------ March 31, Building or Complex 1997 $ 1,125,000 June 30, 1997 $ 1,937,500 September 30, 1997 $ 1,937,500 1998 8,750,000 1999 9,750,000 2000 10,750,000 2001 11,500,000 2002 11,750,000 and (y) the principal amount of Additional Tranche A Term Loans in connection with approving 26 consecutive installments payable on the last day of March, June, September and December of each year and on the Tranche A Term Facility Final Maturity Date, commencing on June 30, 1996 (each such repayment, as the same may be reduced as provided in Sections 4.1 and 4.2(B), an "Additional Tranche A Scheduled Repayment"), each such installment on any Alterations such date to be in an amount equal to (i) for the year 1996, the amount set forth below opposite each such date which occurs in 1996 and (ii) for the years 1997 through 2002, 25% of the amount set forth below opposite such year during which such date occurs: Year[2] Amount ------ June 30, 1996 $ 375,000 September 30, 1996 375,000 1997 1,250,000 1998 2,250,000 1999 2,500,000 2000 2,500,000 2001 2,750,000 2002 3,000,000 -------------------- [1] For purposes of this amortization schedule, each year commences on October 1 of the prior calendar year and ends on September 30 of the current calendar year. [2] For purposes of this amortization schedule, each year commences on October 1 of the prior calendar year and ends on September 30 of the current calendar year. (d) The Borrower shall be paid solely required to repay: (x) the principal amount of the Initial Tranche B Term Loans (i) in 28 consecutive installments of $62,500 payable on the last day of March, June, September and December of each year, commencing on December 31, 1995 and (ii) in four consecutive quarterly installments of $5,812,500 payable on December 31, 2002, March 31, 2003, June 30, 2003 and on the Tranche B Term Facility Final Maturity Date (each such repayment, as the same may be reduced as provided in Sections 4.1 and 4.2(B), an "Initial Tranche B Scheduled Repayment"); and (y) the principal amount of the Additional Tranche B Term Loans (i) in two consecutive installments of $187,500 payable on June 30, 1996 and September 30, 1996, (ii) commencing on December 31, 1996, in 24 consecutive installments of $125,000 payable on the last day of March, June, September and December of each year and (iii) in four consecutive quarterly installments of $12,281,250 payable on December 31, 2002, March 31, 2003, June 30, 2003 and on the Tranche B Term Facility Final Maturity Date (each such repayment, as the same may be reduced as provided in Sections 4.1 and 4.2(B), an "Additional Tranche B Scheduled Repayment"). (e) On the Business Day following the date of receipt thereof by Tenant Holdings and/or any of its Subsidiaries of the Cash Proceeds from any Asset Sale, an amount equal to Landlord prior 100% of the Net Cash Proceeds then received from such Asset Sale shall be applied as a mandatory repayment of principal of the then outstanding Term Loans and then in accordance with Section 4.2(B)(d), provided that up to an aggregate of $3,500,000 of Net Cash Proceeds from -------- Asset Sales from and after the Initial Borrowing Date, shall not be required to be used to so repay Term Loans or applied in accordance with Section 4.2(B)(d) to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (a "Reinvestment Election"); provided further that no such repayment pursuant to this -------- ------- Section 4.2(A)(e) will be required to be made until the aggregate Net Cash Proceeds required to be applied pursuant to this Section 4.2(A)(e) and not yet so applied equals $500,000, at which time all such net cash proceeds in excess of such $500,000 shall be so applied. The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to an Asset Sale if (x) the Reinvestment Test is satisfied on the date of delivering the Reinvestment Notice referred to below and (y) the Borrower delivers a Reinvestment Notice to the Agent by the Business Day following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (f) On the date of the receipt thereof by Holdings and/or any of its Subsidiaries, an amount equal to 100% of the cash proceeds (net of underwriting discounts and commissions, other banking and investment banking fees, attorneys' and accountants' fees and other customary fees and other costs associated therewith) of the incurrence of Indebtedness by Holdings and/or any of its Subsidiaries (other than Indebtedness permitted by Section 8.4), shall be applied as a mandatory repayment of principal of the then outstanding Term Loans and then in accordance with Section 4.2(B)(d). (g) On each date which is 90 days after the last day of each fiscal year of Holdings (commencing with the fiscal year ending on December 31, 1996), an amount equal to the excess, if any, of (i) a percentage of Excess Cash Flow for such fiscal year equal to the Applicable Cash Flow Percentage for such fiscal year of Holdings and its Subsidiaries over (ii) the aggregate principal amount of Term Loans prepaid during such fiscal year pursuant to Section 4.1, shall be applied as a mandatory repayment of principal of the then outstanding Term Loans, and then in accordance with Section 4.2(B)(d). (h) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied as a repayment of the principal amount of the then outstanding Term Loans. (i) On the date of any AlterationsChange of Control, the outstanding principal amount of the Term Loans, if any, shall be due and payable in full.

Requirements. Prior to starting work on any Alteration other than minor cosmetic work such as painting, wallpapering, or installation of carpet, Tenant shall furnish Landlord may condition with plans and specifications; names of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Landlord agrees to respond to any request by Tenant for approval of Alterations which approval is required hereunder within fifteen (15) Business Days after delivery of Tenant’s written request; Landlord’s response shall be in writing and, if Landlord withholds its consent for to any Alterations upon described in any such Plans, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval (including the Design Problem, if any, which is the basis for such disapproval), and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to timely notify Tenant complying at its expense of Landlord’s approval or disapproval, Tenant shall have the right to provide Landlord with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 9(c)(ii) OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE WORK DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) Business Days after receipt by Landlord; , the use of contractors and subcontractors Alterations in question shall be deemed approved by Landlord; , and Tenant may, subject to the delivery other provisions of performance and payment bonds showing this Article 9, perform such Alterations. If Landlord as a beneficiary; and the delivery timely delivers to Landlord Tenant notice of duplicate originals of all marked construction drawings. In requesting Landlord’s consentdisapproval of any plans, Tenant may revise Tenant’s plans to incorporate the changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which Landlord had previously objected in writing. Landlord’s review and approval (xor deemed approval) ask Landlord to provide of such revised plans shall be governed by the approval provisions set forth above in this Section 17.1 (i) and if 9(c)(ii). The procedure set out above for approval of Tenant’s plans will also apply to any material change, addition or amendment to Tenant’s plans, which must also be submitted to Landlord does not so approve, in writing, it for its approval. Alterations shall be deemed constructed in a good and workmanlike manner using materials of a quality that Tenant must remove is at least equal to the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval quality designated by Landlord of Alterationsas the minimum standard for the Building. Landlord may designate reasonable rules, Tenant shall give Landlord at least ten days’ prior Notice of commencement regulations and procedures for the performance of work in the Premises so that Building and the Project and, to the extent reasonably necessary to avoid disruption to the occupants of the Building and the Project, shall have the right to designate the time when Alterations may be performed. Landlord may post notices hire outside consultants to review such documents and information if Landlord reasonably believes such consultants’ review to be necessary and Tenant shall reimburse Landlord for the actual cost thereof (without any xxxx-up for administrative costs) within 30 days after receipt of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred an invoice for sums paid by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsfor same.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense commercially with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law;; and (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions in this Master Lease ------------ shall (I) be maintained under valid and requirementsenforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of the Premises is located and having general policyholders and financial ratings of not less than "A" and "XII", including preparation of all construction plansrespectively, drawings and specifications for approval by Landlord; in the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing then current Best's Insurance Report, (II) name Landlord as a beneficiary; and an additional insured and, for the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth casualty policy referenced in Section 17.1 6.1, as the owner and loss ----------- payable beneficiary, (iIII) and if Landlord does not so approvebe on an "occurrence" basis, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (iiIV) or (y) condition cover all of Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration 's operations at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in applicable Facility or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (V) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord and (VI) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be paid solely provided to it prior to the commencement of the Term or, for a renewal policy, prior to the expiration date of the policy being renewed. If required by Landlord's lender in writing, Tenant shall provide Landlord with a complete copy of the related policy within twenty (20) days of Landlord's written request therefor. If requested by Landlord, Tenant shall permit representatives of Landlord, upon not less than seventy-two (72) hours notice, to review a complete copy of the applicable insurance policy at the principal business office of Tenant. Provided that Landlord agrees to maintain the confidentiality of the terms thereof, Landlord shall be entitled to copy such portions of the applicable insurance policy as may be reasonably necessary to Landlord prior as the fee owner of the Premises. Tenant shall maintain the following insurance and any claims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: FIRE AND EXTENDED COVERAGE with respect to commencing each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any Alterationsother risks normally covered under an extended coverage endorsement, in amounts that are not less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; WORKER'S COMPENSATION COVERAGE with respect to each Facility for injuries sustained by Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; BOILER AND PRESSURE VESSEL COVERAGE with respect to each Facility on any fixtures or equipment which are capable of bursting or exploding, in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to each Facility for loss of rental value for a period not less than one (1) year; and DEDUCTIBLES/SELF-INSURED RETENTIONS for the above policies shall not be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the right at any time to require a lower such amount or set higher policy limits, to the extent commercially available and reasonable and customary for similar properties.

Requirements. Except as noted herein, Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, Tenant shall be limited to subleasing any part of the Premises to no more than four (4) subtenants at any one point in time. Tenant may enter into an “occupancy license” arrangement with respect to up to twenty percent (20%) of the floor area of the Premises to entities in a business relationship with Tenant (“Business Partners”) under a License Agreement, so long as the area of the Premises occupied by a Business Partner is not separately demised from the balance of the Premises, and so long as Tenant provides Landlord with a written notice identifying such Business Partner, including its legal notice address. Such a Business Partner shall be deemed to be an approved subtenant under the provisions of this Paragraph 18 upon Tenant obtaining Landlord’s written consent, which shall be executed by Tenant, Business Partner and Landlord. Notwithstanding anything to the contrary, in no event shall said Business Partners exceed a total of four (4) such parties at any point in time. Tenant shall not sublet the Premises without Landlord’s prior written consent, which consent shall not unreasonably be withheld. Tenant’s failure to obtain Landlord’s prior written consent before entering into any assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent to any assignment, transfer, or subletting, Landlord shall require: (i) the sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases (however, in the event Tenant is unable to reasonably obtain a market sublease rent, Landlord will reasonably consider consenting to a below market sublease rent); (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsapproved sublease, including preparation fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the assignees, drawings transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and specifications for approval by LandlordLease Paragraph 21 (“Bankruptcy and Default); the use of contractors and subcontractors approved by Landlord; the delivery of performance and provided, however, that before payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentsuch Excess Rent, Tenant may shall first be entitled to recover from such Excess Rent the amount of (x) ask the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant, and (y) only during the original Lease Term (i.e., fifteen (15) years, six (6) months and sixteen (16) days), Tenant’s direct out of pocket costs for the respective subtenant’s interior improvements to the sublet premises specifically made for said subtenant. Tenant shall, by twenty (20) days written notice, advise Landlord of its intent to provide assign or transfer Tenant’s interest in the approval set forth Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord shall advise Tenant as to whether it consents to the proposed assignment or transfer or whether it has elected to withhold its consent in Section 17.1 (i) and accordance with this Paragraph 18. During the Extended Lease Term, if any, Landlord does not so approvemay, in writingits sole discretion, it elect to terminate this Lease as to the portion of the Premises to be sublet as described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate; provided, however, that if the proposed assignment or transfer is equal to or greater than fifty percent (50%) of the total square footage of the Leased Premises, and (x) if the sublease term dates as specified in Tenant’s notice is during the initial Term of this Lease, then Landlord shall be deemed that Tenant must remove not have the Alteration unless Landlord later exercises its right under Section 17.1 (ii) option to terminate this Lease or (y) condition if the sublease term dates as specified in Tenant’s willingness notice is during any extended Term of this Lease, then Landlord shall have the right, at its sole option, to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterminate this Lease. Tenant shall obtain provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If this Lease shall terminate pursuant to the foregoing with respect to less than all necessary permits for any Alterations the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its sole obligation cost and expense, and strictly comply with shall separately demise the following requirements: (a) Following approval by Landlord remaining portion of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in leased to Tenant. In the event Tenant is allowed to assign, transfer or upon sublet the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now whole or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building with the prior written consent of Landlord, no assignee, transferee or Complex subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior to commencing any Alterationsunder the Lease.

Requirements. Landlord (A) All coverages in the Insurance Policies shall be primary and any coverage Purchaser may condition have in any of its consent own insurance policies shall not be considered contributory. (B) Supplier shall: (a) forthwith upon receipt of the Form and upon the renewal of any Insurance Policy, provide to Purchaser certificates of insurance for any Alterations upon Tenant complying at its expense with reasonable conditions all Insurance Policies showing Supplier and requirements, including preparation Purchaser as insured persons where required and showing required waivers of all construction plans, drawings subrogation and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval coverage set forth in Section 17.1 this Schedule A. Such coverage shall include all Supplier’s employees and their equipment and vehicles used at Purchaser’s premises in connection with this Purchase Order, if any. Either such certificates will show all Supplier Parties as insured persons or Supplier will obtain certificates for the same required insurance from its Supplier Parties (i) including all required hold harmless agreements and if Landlord does not so approvewaivers of subrogation), and provide same to Purchaser. The certificates will show that all insurers shall give Purchaser prior written notice of cancellation or material amendment of any Insurance Policy. Should Supplier fail to take out and maintain said Insurance Policies or provide said certificates of insurance as and when required by this Purchase Order, Supplier will indemnify and hold harmless Purchaser for any loss suffered or incurred by Purchaser resulting from any shortfall in writing, it insurance; and Purchaser shall be deemed that Tenant must remove entitled, at its discretion, to withhold any payments owing to Supplier until such time as Supplier provides the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end required certificates of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; insurance; (b) The Alterations must use materials promptly notify Purchaser of at least equal quality any proposed amendment or any pending or actual non-renewal any of the Insurance Policies which reduces the insurance coverage provided thereunder to Leasehold Improvements at the Commencement Dateless than what has been stipulated in this Schedule A, and must be performed shall not agree to any such amendment or non-renewal without first obtaining the approval in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment writing of the other tenants in the ComplexPurchaser; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion ensure that all conditions of the PremisesInsurance Policies are complied with at all times; (d) not do or omit to do anything which might impair the cover under the Insurance Policies or prejudice any claim thereunder and, Building or Complex as soon as practical, notify Purchaser of any occurrence at Purchaser’s premises of which it is aware that may give rise to a claim under any Insurance Policy and thereafter keep Purchaser informed of developments concerning the claim; (e) promptly notify Purchaser if the insurer gives notice of cancellation in connection with approving respect of any Alterations shall be paid solely by Tenant to Landlord prior to commencing Insurance Policy; and (f) immediately notify Purchaser of any Alterationsevent which may result in any of the Insurance Policies being cancelled.

Requirements. Landlord may condition its consent for If Tenant desires at any Alterations upon Tenant complying at its expense with reasonable conditions time to Transfer this Lease, the Premises or any portion thereof, and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting such Transfer requires Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationsprior consent hereunder, Tenant shall give Landlord written notice of such desire, which notice shall contain: (1) the name and address of the proposed Transferee and its form of organization, (2) the nature of the proposed business, (3) the material terms and conditions of the proposed Transfer (including, without limitation, the financial terms of such proposed assignment or sublease), (4) financial statements for the three (3) most recently completed fiscal years of the proposed Transferee and such other financial information as Landlord shall reasonably request (or if the proposed assignee or sublessee has not been extant for at least ten days’ prior Notice of commencement of work three (3) years, such financial statements as are available), (5) an executed estoppel certificate from Tenant in the Premises so that manner provided for in Section 21 below, and (6) such other information, financial or otherwise, as Landlord may post notices request concerning the proposed Transferee. At any time within thirty (30) days after Xxxxxxxx’s receipt of non-responsibility the information specified in subsection (a) above, Landlord may by written notice to Tenant elect to either (i) accept the Transfer of the Premises or the portion thereof as shall be specified in said notice upon the Premises same terms as provided by law; those offered to the proposed Transferee, as the case may be; or (bii) The Alterations must use materials reject the proposed Transfer, and Tenant shall remain in possession under the terms of at least equal quality this Lease. If Landlord does not accept or reject the Transfer set forth in this Section 17.3 within said thirty (30) day period, then the proposed Transfer shall be deemed disapproved. Landlord shall have the absolute right, in its sole discretion, to Leasehold Improvements refuse consent to any such Transfer if, at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now time of either Xxxxxx’s notice of the proposed Transfer or hereafter in effect and in the proposed commencement date thereof there shall exist any uncured default of Tenant or matter which will become a manner such that they will not interfere default of Tenant with the quiet enjoyment passage of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationstime unless cured.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; Any Alteration to the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Premises shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition at Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation cost and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable Laws and codes (including the International Building Code and code work applicable to the Base Building Work), ordinancesand all requirements requested by Landlord, rules and regulation now including, without limitation, the requirements of any insurer providing coverage for the Premises or hereafter in effect the Project or any part thereof, and in accordance with plans and specifications approved in, writing by Landlord, and shall be constructed and installed by a manner contractor approved in writing by Landlord, which approval shall not be unreasonably withheld. In connection with any Alteration, Tenant shall deliver plans and specifications therefor to Landlord. As a further condition to giving consent, with respect to any project with an anticipated cost in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form acceptable to Landlord, in a principal amount not less than the estimated costs of such that they Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other required approvals, permits or licenses must be furnished to Landlord, and, once the Alterations begin, Tenant will not interfere with the quiet enjoyment diligently and continuously pursue their completion. Landlord may monitor construction of the other tenants Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in the Complex; and (c) All costs reviewing plans and expenses incurred by documents and in monitoring construction, and shall pay a logistical coordination fee to Landlord in altering, repairing or replacing any portion an amount equal to five percent (5%) of the Premisestotal costs of any Alterations upon completion of the same (except that such fee shall not be applicable to the Tenant Improvements made by Tenant in order to prepare the Premises for initial occupancy by Tenant). Tenant shall maintain during the course of construction, Building or Complex at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with approving the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractors procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability policy of insurance, including bodily injury and property damage liability, naming Landlord, Tenant, any Alterations property manager designated by Landlord and Landlord’s lenders as additional insureds. The minimum limit of coverage of the aforesaid policy shall be paid solely in the amount of not less than Three Million Dollars ($3,000,000.00) each occurrence not less than Three Million Dollars ($3,000,000.00) in the aggregate. Such policy shall contain a severability of interest clause or a cross liability endorsement. Such policies of insurance shall be issued as primary policies and not contributing with or in excess of coverage that Landlord may carry, by Tenant an insurance company authorized to Landlord prior do business in the state in which the Premises are located for the issuance of such type of insurance coverage and rated A-:VIII or better in Best’s Key Rating Guide. Such requirements are in addition to commencing any AlterationsTenant’s insurance obligations set forth in Article 14 below.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten five (5) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration the reasonably anticipated cost of which is in excess of $25,000, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may (a) Tenant shall obtain Landlord’s prior written consent to any Tenant’s Changes that are not Cosmetic Changes, which consent with respect to Tenant’s Changes which are not Structural or Exterior Changes shall not be unreasonably withheld, conditioned or delayed. As a condition its to obtaining Landlord’s consent for to any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Tenant’s Change that requires Landlord’s consent, Tenant may shall deliver to Landlord detailed drawings, plans and specifications for the proposed Tenant’s Changes together with other information reasonably requested by Landlord in connection therewith. (xb) ask Landlord All Tenant’s Changes shall be performed pursuant to provide the approval set forth in Section 17.1 following terms and conditions: (i) and if Landlord does not so approveTenant, in writingat its expense, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits and approvals required under applicable Laws for Tenant’s Changes (both as a condition to performance and in connection with final sign offs and inspections) (collectively, the “Approvals”) prior to commencement of any Alterations Tenant’s Changes and upon completion of any Tenant’s Changes, as applicable. Landlord may obtain all necessary Approvals (and complete at Tenant’s expense any work required in order to obtain them) at Tenant’s expense upon Tenant’s failure to obtain the same; (ii) Tenant shall perform Tenant’s Changes strictly in accordance with full plans and specifications previously approved by Landlord pursuant hereto (to the extent a permit, license or other certificate is required under applicable Laws for the performance of such Tenant’s Changes) in a good and workmanlike manner in compliance with all applicable Laws and the reasonable rules adopted by Landlord for construction in the Building from time to time; (iii) Tenant shall perform Tenant’s Changes using licensed and reputable contractors approved by Landlord in advance (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord); (iv) Prior to the commencement of any Tenant’s Changes, Tenant shall, at its sole obligation cost, carry and expensedeliver evidence to Landlord of additional insurance required under Article 14 and all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including, without limitation, notices of non-responsibility, performance bonds, and strictly comply funded construction escrows; (v) Tenant shall obtain lien waivers from all contractors, laborers and materialmen and shall discharge or bond, in accordance with the following requirements:provisions of Section 12.04, any liens filed against the Premises, the Building or the Property; (avi) Following In no event shall any Tenant’s Changes result in the reduction of any environmental rating for the Building or the Property which may now or hereafter be made, such as made pursuant to LEED, Green Globes or Energy Star; (vii) Tenant shall pay to Landlord, within ten (10) business days of request therefor, the reasonable out-of-pocket costs incurred by Landlord in connection with any of Tenant’s Changes including costs of Landlord’s review of Tenant’s drawings and specifications for Tenant’s Changes. No review or approval by Landlord of AlterationsTenant’s plans and specifications shall constitute any representation or warranty by Landlord as to the adequacy, Tenant shall give Landlord at least ten days’ prior Notice correctness, efficiency, compliance with Laws or any other aspect of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawsuch drawings and specifications; (bviii) The Alterations must use materials of at least equal quality Tenant shall hold harmless, indemnify and defend Landlord from and against any and all Liabilities arising from or relating to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the ComplexTenant’s Changes; and (cix) All costs and expenses incurred by Landlord in altering, repairing or replacing If Tenant shall need to make any portion of roof penetrations whatsoever to the Premises, Building or Complex in connection with approving any Alterations Tenant’s Changes, and if Landlord shall be paid solely by approve same, Tenant shall utilize Landlord’s roofing contractor at Tenant’s expense in order to Landlord prior to commencing any Alterationspreserve Landlord’s roof warranty.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying Digene shall own and hold and shall have all right, title and interest in and to all registrations with respect to Product and CMV that have been or will be filed in the name of Digene. Digene, at its expense with reasonable conditions sole expense, except as otherwise provided in this Section 5.1(c)(i) and requirementsas provided in Section 19.6(b), shall be responsible for completing and maintaining all documentation, including preparation of technical (e.g., the international products master file) and all construction plans, drawings legal documentation required for regulatory approvals for marketing Products and specifications for approval by Landlord; CMV in the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; Territory and the delivery CMV Territory, as the case may be. The Parties shall Work With each other to Landlord complete such registrations. To the extent a Designated Country requires regulatory documentation necessary to market Products and CMV to be filed in the name of duplicate originals a local Affiliate, Abboxx xxxll promptly notify Digene in writing of all marked construction drawings. In requesting Landlord’s consentAbboxx'x xxxent to seek such registrations and, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord Digene does not so approvehave or does not seek to create such a local Affiliate, in writingthen THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Abboxx, it xx Abboxx'x xxxe expense, shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain responsible for completing and maintaining all necessary permits for any Alterations as its sole obligation and expensedocumentations, including technical, and strictly comply all legal documentation required for regulatory approvals for marketing Products and CMV in such Designated Country. Further, Abboxx xxxll own and hold and shall have all right, title and interest in and to all registrations with respect to Products and CMV that Abboxx xxxd for pursuant to the following requirements: (a) Following approval by Landlord of Alterationsimmediately preceding sentence; provided, Tenant however, that Abboxx shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility not own or have any proprietary interest in or upon to any Confidential Information disclosed by Digene hereunder with respect to such registrations, unless otherwise agreed in writing by the Premises as provided by law; (b) Parties. The Alterations must use materials of at least equal quality Parties shall Work With each other to Leasehold Improvements at the Commencement Date, prepare and must be performed submit all such regulatory filings in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsDesignated Country.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are authorized to do business in the state in which the Building is located and rated not less than financial class VII, and not less than policyholder rating A- in the most recent version of Best’s Key Rating Guide; (b) name Tenant as named insured thereunder and, with respect to liability insurance only, shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds there under, all as their respective interests may condition appear; (c) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; with respect to the coverage required under Section 20.1(a), contain an endorsement or other provision that the insurer waives its consent for right to subrogation as described in Section 22 below or that Tenant’s waiver in Section 22.1 below does not invalidate such coverage; (d) to the extent commercially available without a material increase in costs, require the insurer to notify Landlord (and any Alterations upon other additional Insureds) in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancelation or other termination thereof ((provided, that, Tenant complying at its expense with reasonable conditions and requirementsshall not be required to change or reject any insurance provide due to such insurer’s refusal to agree to the foregoing, including preparation of all construction plansinstead, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery if such provision is not commercially obtainable from Tenant’s insurer, then Tenant covenants to send written notice to Landlord of duplicate originals any such event within the aforesaid prescribed time frame); (e) contain a cross liability or severability of interest endorsement; and (f) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. To the extent reasonably obtainable, each such policy shall also provide that any loss otherwise payable there under shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all marked construction drawingsor a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (iv) any change in title or ownership of the Premises. In requesting Tenant agrees to deliver to Landlord’s consent, as soon as practicable after the placing of the required insurance, but in no event later than the date Tenant may (x) ask Landlord is required to provide the approval obtain such insurance as set forth in Section 17.1 (i) 20.1 above, certificates from the insurance company evidencing the existence of such insurance and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do compliance with the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end foregoing provisions of the Lease Termthis Section 20. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in cause replacement policies or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality certificates to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant delivered to Landlord prior to commencing the expiration of any Alterationssuch policy or policies. If any such initial or replacement policies or certificates are not furnished within the time(s) specified herein, Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense.

Requirements. Landlord may condition its Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent for of Landlord, which shall not be unreasonably withheld or delayed. In the event Tenant proposes to make any Alterations upon alteration, Tenant complying at its expense with reasonable conditions and requirementsshall, including preparation of all construction plansprior to commencing such alteration, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery submit to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 for prior written approval: (i) detailed plans and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 specifications; (ii) or sworn statements, including the names, addresses and copies of contracts for all contractors; (yiii) condition Tenant’s willingness all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insured; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant agrees to do the Alteration on pay Landlord’s written agreement that Tenant can remove the Alteration at the end reasonable charges for review of all such items and supervision of the Lease Termalteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall obtain all necessary permits pay the entire cost of the alteration and, if requested by Landlord, shall deposit with Landlord, prior to the commencement of the alteration, security for any Alterations as its sole obligation the payment and expense, completion of the alteration in form and strictly comply amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner in accordance with the following requirements: (a) Following approval plans and specifications approved by the Landlord and shall meet or exceed the standards for construction and quality of materials established by Landlord of Alterations, Tenant for the building. In addition each alteration shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations, rules and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord’s employees, contractors, and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant’s sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 15 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. At the same time Tenant delivers the Notice to Landlord, Tenant shall also submit to Landlord a proposed copy of the proposed assignment or sublease and such information concerning the proposed assignment or sublease and the proposed assignee or sublessee as may condition its consent be requested by Landlord for Landlord's review and approval which shall not be unreasonably withheld or delayed. The following shall, however, be requirements for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 : (i) The proposed subtenant or assignee must submit a current financial statement to Landlord and if Landlord does not so approvemust have a credit rating satisfactory to Landlord, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 Landlord's reasonable judgment; (ii) The proposed subtenant or (y) condition Tenant’s willingness to do assignee must, in Landlord's reasonable judgment, be financially responsible and of good professional reputation as well as engaged in a business reasonably compatible with the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end character of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord business of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; andBuilding and Corporate Xxxxx. (ciii) All costs The sublease must by its terms be expressly subject and expenses incurred subordinate to this Lease, must require that any subtenant comply with and abide by Landlord in altering, repairing or replacing any portion all of the Premisesterms of this Lease, Building and must provide that any termination of this Lease shall also extinguish the sublease; (iv) The proposed subtenant or Complex assignee may not be any person or entity either then occupying space in connection Corporate Xxxxx or one with approving whom Landlord is then negotiating for space in Corporate Xxxxx; (v) Tenant may not then nor at the commencement of the sublease be in default under this Lease beyond any Alterations applicable grace period; A fully executed counterpart of the assignment or sublease must be delivered to Landlord within sixty (60) days after the date of Landlord's approval or Landlord's approval of the proposed assignment or sublease shall be paid solely by deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice hereinabove referred to Landlord prior to commencing any Alterationshad not been given and received.

Requirements. (a) Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications shall respond to Tenant's requests for approval for alterations from time to time within a reasonable period of time (taking into consideration, among other factors, the complexity and scale of the proposed alterations) and, if Landlord withholds consent to any proposed alterations, Landlord shall provide a written response to Tenant setting forth the reasons therefor. Notwithstanding anything contained to the contrary herein, Tenant shall, without Landlord's consent, have the right to make improvements or minor decorations within the Premises, employing contractors selected by Tenant, provided such improvements or decorations are in keeping with the standards of Tenant's existing Premises and do not affect the structure of the Building or any Building systems for which Landlord has maintenance responsibility. In the event Tenant proposes to make any alteration requiring Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery 's consent hereunder, Tenant shall, prior to commencing such alteration, submit to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s for prior written consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 : (i) detailed plans and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts reasonably required by Landlord (including, without limitation, workers' compensation insurance and additional personal injury and property damage insurance over and above the insurance required to be carried by Tenant pursuant to Subsection 13.1 hereof) naming Landlord, its managing agent, and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. (b) Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or (y) warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Landlord may, as a condition Tenant’s willingness of its approval, require Tenant to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration any non-standard office fixtures or equipment at the end expiration of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as repair, at its sole obligation cost and expense, any damage caused by the removal of such non-standard office fixtures or equipment. The provisions of subsection (e) below shall apply to all non-standard office fixtures and strictly comply equipment. (c) Tenant shall pay the entire cost of the alteration. (d) Each alteration shall be performed in a good and workmanlike manner, in accordance with the following requirements: (a) Following approval plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials established by Landlord of Alterationsfor the Building. In addition, Tenant each alteration shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules applicable Legal Requirements and regulation now or hereafter in effect shall be performed at such times and in such manner as Landlord may from time to time reasonably direct. Each alteration shall be compatible with Building systems. (e) Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant. If Tenant installs any alteration without Landlord's consent, or if a manner permitted condition of such that they will not interfere with the quiet enjoyment consent was removal, Landlord may, without waiving any other rights or remedies hereunder against Tenant for such breach of the other tenants in lease, also designate the Complex; andremoval of such alterations at Tenant's expense. (cf) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Upon completion of the Premiseswork, Building or Complex in connection with approving any Alterations other than decorations, Tenant shall be paid solely by Tenant deliver to Landlord prior to commencing any Alterationstwo complete sets of construction documents and plans (one set being printed on Mylar) and all certificates indicating final approval thereof from all governmental and insurance authorities having or asserting jurisdiction from which approvals may be required.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsAny alterations, including preparation of all construction plans, drawings and specifications for approval additions or installations performed by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may Lessee (xhereinafter collectively "alterations") ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Lessee; (b) Prior to commencement of any work of alteration, Lessee shall submit detailed plans and specifications, including working drawings, (hereinafter referred to as "Plans") of the proposed alterations, which shall be subject to the consent of Lessor in accordance with the terms of Section 15.1 above; (c) Following approval of the Plans by Landlord of AlterationsLessor, Tenant Lessee shall give Landlord Lessor at least ten days’ (10) days prior Notice written notice of commencement of work in the Leased Premises so that Landlord Lessor may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alterations shall be commenced without Lessee having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with the Plans previously approved by Lessor and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations is to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (f) Lessee must obtain the prior written approval from Lessor for Lessee's contractor prior to commencement of the work. Lessee's contractor shall maintain all of the insurance reasonably required by Lessor, including comprehensive general liability, workers' compensation, builder's risk insurance and course of construction insurance; (g) As a condition of approval of the alterations, Lessor may require performance and labor and materialmen's payment bonds issued by a surety approved by Lessor, in a sum equal to the cost of the alterations guarantying the completion of the alterations free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Lessor as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alterations must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants Lessees in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. All alterations, additions, improvements and partitions erected by Tenant shall be and remain the property of Tenant during the Term and Tenant shall, unless Landlord otherwise elects as herein provided, remove all alterations, additions, improvements and partitions erected by Tenant and restore the Premises to their original condition on or before the Lease Expiration Date or any sooner date of termination of this Lease; provided, however, that if Landlord so elects prior to termination or expiration of this Lease, such alterations, additions, improvements and partitions shall become the property of Landlord as of the Lease Expiration Date or any sooner date of termination of this Lease and shall be delivered up to the Landlord with the Premises. All shelves, bins, machinery and trade fixtures installed by Tenant may condition its consent for be removed by Tenant prior to the termination of this Lease if Tenant so elects, and shall be removed on or before the Lease Expiration Date or any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation sooner date of all construction plans, drawings and specifications for approval termination of this Lease if required by Landlord; upon any such removal Tenant shall restore the use of contractors Premises to their original condition. All such removals and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it restoration shall be deemed that Tenant must remove accomplished in a good and workmanlike manner so as not to damage the Alteration unless Landlord later exercises its right under Section 17.1 (ii) primary structure or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end structural qualities of the Lease TermBuilding and improvements situated in the Premises. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with Notwithstanding the following requirements: (a) Following approval by Landlord of Alterationsforegoing, Tenant shall give Landlord at least ten days’ prior Notice not be required to remove or restore any of commencement of work in the alterations or improvements made to the Premises so that Landlord may post notices prior to the date of non-responsibility in Tenant's execution of this Lease. In addition, Tenant shall not be required to remove or upon restore any subsequent alteration or improvement made by Tenant, provided Tenant obtains Landlord's written consent to surrender such alteration or improvement with the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now time Landlord consents to the making of such alteration or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsimprovement.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord. Notwithstanding the foregoing, no consent shall be necessary for a Cosmetic Alteration. A "Cosmetic Alteration" means any decorative or cosmetic alteration that (i) together with all other related alterations performed by Tenant does not cost more than $250,000, in the aggregate, (ii) does not require the issuance of a building permit and (iii) does not adversely affect the structural elements of the Building or the base Building mechanical, electrical or plumbing systems, the architectural aesthetics of the Building, the common areas of the Building or the use by other tenants in the Building of their demised premises (provided that even if Landlord's consent is not necessary for such a Cosmetic Alteration, Tenant shall notify Landlord in advance prior to performing the Cosmetic Alteration). In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications (other than a Cosmetic Alteration); (ii) sworn statements (of the type customarily delivered by tenants in Illinois with respect to leasehold improvement work performed by tenants), including the names, addresses and, with respect to alterations costing more than $25,000, in the aggregate, copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements (other than a Cosmetic Alteration); (iv) certificates of insurance in form and amounts required by Landlord, adding Landlord and any other parties reasonably designated by Landlord with an interest in the Building (such as the Building Manager and any mortgagees) as additional insureds; and (v) all other documents and information as Landlord may condition its consent for any Alterations upon reasonably request in connection with such alteration. Tenant complying at its expense agrees to pay Landlord's reasonable and customary out-of-pocket costs and expenses incurred in connection with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and Landlord's standard hourly charges for supervision of the alteration (excluding alterations not requiring Landlord's consent as provided above). Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord and if the cost of the alteration might exceed $250,000, shall deposit with Landlord prior to the commencement of the alteration, security for approval the payment and completion of the alteration in form and amount required by Landlord; Landlord (provided such security shall not be required if Zurich American Insurance Company or any Affiliate [as hereinafter defined] is the use of contractors Tenant). Each alteration shall be performed in a good and subcontractors workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed in harmony with Landlord's employees, rules contractors and regulation now other tenants. Each alteration, whether temporary or hereafter permanent in effect character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant's sole cost and expense in a manner such that they will not interfere accordance with the quiet enjoyment provisions of Section 15 of this Lease. Notwithstanding anything contained in this Section 9A to the contrary, if Landlord gives its consent or approval, pursuant to the provisions of this Section 9A, to allow Tenant to make any alterations in the Premises, Landlord agrees to notify Tenant in writing at the time of the other tenants in giving of such consent or approval whether Landlord will reserve the Complex; and right to require Tenant to remove such alterations at the termination or expiration of this Lease (c) All costs notwithstanding the foregoing, Tenant shall be obligated to remove raised computer flooring and expenses incurred supplemental HVAC equipment, even if Landlord fails to notify Tenant of such obligation at the time Landlord consents to such an alteration). Tenant shall be required to close any floor openings created for Tenant, excluding floor openings for internal stairways. The provisions of this Section 9A do not apply to the "Work" to be performed by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection accordance with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.Exhibit C.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, no consent shall be necessary for any decorative or cosmetic alteration (or related alteration) that (i) costs less than $15,000 (provided such alteration is not part of related alterations which cost, in the aggregate, more than $15,000), (ii) does not require the issuance of a building permit and (iii) does not adversely affect the structural elements of the Building or the base Building mechanical, electrical or plumbing systems, the architectural aesthetics of the Building, the common areas of the Building or the use by other tenants in the Building of their demised premises (provided that even if Landlord's consent is not necessary for such an alteration, the following provisions of this Section 9A shall apply). In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to reimburse Landlord for any Alterations upon Tenant complying at its expense with reasonable conditions Landlord's actual out-of-pocket costs and requirements, including preparation fees incurred in reviewing all such items and supervising the alteration. Neither approval of all construction plans, drawings the plans and specifications for approval nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 15 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying Upon College’s express written approval, Licensee shall have the right to install and construct, at its expense with reasonable conditions sole cost and requirementsexpense, including preparation of all construction plansalterations to the Premises, drawings such as lighting and specifications for approval by Landlord; the use of contractors electrical and subcontractors approved by Landlord; the delivery of performance communication systems, permanent classroom fixtures, and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawingsplumbing improvements. In requesting Landlord’s consentthe event Licensee makes any Alteration to the Premises, Tenant may (x) ask Landlord to provide all contracts shall contain the approval set forth in Section 17.1 following provisions: (i) and if Landlord does not so approve, in writing, it all contractors shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 required to provide Commercial General Liability with primary, non- contributory coverage of no less than $2,000,000 per occurrence, $2,000,000 aggregate coverage; Worker’s Compensation and Employer’s Liability of no less than $2,000,000; Commercial Vehicle Insurance of no less than $2,000,000; (ii) College, its officers, agents , employees, volunteers and their successors and assigns, shall be “additional insureds” on all coverage; (iii) Licensee shall procure Performance and Payment Bonds, Builder’s Risk Insurance or (y) condition Tenant’s willingness to do other Property Insurance on the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end Full Replacement Value of the Lease Term. Tenant Premises; (iv) all contractors as a condition precedent to payment shall obtain be required to provide Licensee current contractor sworn statements, including the names, addresses, the amount due and to become due all contractors; (v) to the extent required by law, laborers shall be paid the prevailing wage in accordance with Illinois law; (vi) Final Payment shall not be made until all Final Waivers of Lien are provided by each entity listed on the contractor’s sworn Schedule of Values; (vii) Licensee shall secure all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in evidencing compliance with all lawsapplicable governmental rules, ordinancesregulations and requirements for public and private school buildings; (viii) If requested by College, rules and regulation now or hereafter in effect and in a manner such that they will not interfere Licensee shall deposit with the quiet enjoyment College, prior to commencement of the other tenants in the Complex; and (c) All costs alteration, security for payment and expenses incurred by Landlord in altering, repairing or replacing any portion completion of the alteration in form and amount required by College. No financing agreement entered into by Licensee shall assign, pledge or encumber the buildings or site, any equipment, fixtures or improvements that are constructed upon, within or attached to the building or grounds. To the fullest extent permitted by law, Licensee shall defend, indemnify and hold harmless the College, its Board members, officers, agents and assigns from any loss or damage, including attorneys' fees, resulting from such alteration to the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "ALTERATION") without the prior written consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsof Landlord, including preparation of all construction plans, drawings and specifications for approval by Landlord; which consent shall not be unreasonably withheld. Notwithstanding the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentforegoing, Tenant may make interior, non structural alterations to the Premises which do not affect the base building mechanical, plumbing or electrical systems of the Premises and which (xwhether in a single or aggregate number) ask do not exceed Twenty Five Thousand Dollars ($25,000.00) in any calendar year provided, however, that to the extent such alterations exceed One Hundred Thousand and no/100 Dollars ($100,000.00) in the aggregate, Tenant acknowledges that the consent of Landlord's lender is required. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord to provide the approval set forth in Section 17.1 for prior written approval: (i) detailed plans and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord, its managing agent and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. If Landlord's consent to such alteration is required hereunder, Tenant agrees to pay Landlord's reasonable out of pocket expenses for structural engineering review or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that any required mortgage review fees of all such items. No other supervisory or administrative fees shall be charged by Landlord in connection with Tenant can remove the Alteration at the end alterations. Neither approval of the Lease Termplans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with pay the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment entire cost of the other tenants in the Complex; alteration and (c) All costs and expenses incurred , if requested by Landlord in alteringLandlord, repairing or replacing any portion of the Premisesshall deposit with Landlord, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.to

Requirements. Landlord may condition its consent for any Alterations upon All work performed in the Premises by Tenant complying at its expense or Txxxxx’s contractor in connection with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; improvements shall be subject to Article 8 and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following additional requirements: (a) Following approval Such work shall not proceed until Landlord has approved in writing: (i) Tenant’s contractor, (ii) the amount and coverage of public liability and property damage insurance, with Landlord named as an additional insured, carried by Landlord of AlterationsTxxxxx’s contractor, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in (iii) complete and detailed plans and specifications for such work, and (iv) a schedule for the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law;work. (b) The Alterations must use materials All work shall be done in conformity with a valid permit when required, a copy of at least equal quality which shall be furnished to Leasehold Improvements at the Commencement DateLandlord before such work is commenced. In any case, and must all such work shall be performed in compliance accordance with all applicable laws. Notwithstanding any failure by Landlord to object to any such work, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere Landlord shall have no responsibility for Tenant’s failure to comply with the quiet enjoyment of the other tenants in the Complex; andapplicable laws. (c) All work by Txxxxx or Txxxxx’s contractor shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Txxxxx or Txxxxx’s contractor shall be scheduled through Landlord. (e) Tenant or Tenant’s contractor shall arrange for necessary utility and elevator service, on a nonexclusive basis, with Landlord’s contractor and shall pay such costs for such services as may be charged by Lxxxxxxx’s contractor. Landlord shall have the right to require any necessary movement of materials by the elevator to be done after regular working hours at the expense of Txxxxx. (f) Tenant’s entry on the Premises for any purpose, including, without limitation, inspection or performance of improvement work by Txxxxx, prior to the Commencement Date shall be subject to all of the agreements and expenses covenants of Tenant in this Lease except the payment of rent. Entry by Tenant shall include entry by Tenant’s officers, employees, contractors, licensees, agents, servants, guests, invitees or visitors. (g) Tenant shall be responsible for cleaning the Premises and removing all debris. All completed work shall be subject to inspection and acceptance by Landlord. Tenant shall promptly reimburse Landlord upon demand for all extra expense incurred by Landlord in alteringby reason of faulty work done by Txxxxx or Txxxxx’s contractor, repairing or replacing by reason of any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely delays caused by work done by Tenant to Landlord prior to commencing any Alterationsor Txxxxx’s contractor, or by reason of inadequate cleanup by Tenant or Txxxxx’s contractor.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “Alteration”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Tenant proposes to make any Alteration, Tenant shall, prior to commencing such Alteration, submit to Landlord for prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed): (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such Alteration. Tenant agrees to pay Landlord’s reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the Alteration. Neither approval of the plans and specifications for approval nor supervision of the Alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such Alteration with applicable law. Tenant shall pay the entire cost of the Alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the Alteration, reasonable security for the payment and subcontractors completion of the Alteration in form and amount reasonably required by Landlord. Each Alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials reasonably established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each Alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements, rules including, without limitation, all requirements of The Americans with Disabilities Act. Each Alteration shall be performed in harmony with Landlord’s employees, contractors and regulation now other tenants. Each Alteration, whether temporary or hereafter permanent in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred character, made by Landlord or Tenant in alteringor upon the Premises (excepting only Tenant’s furniture, repairing equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or replacing any portion termination of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant this Lease without compensation to Landlord prior to commencing any AlterationsTenant.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its sole coat and expense with reasonable conditions and requirements, including the preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction as-built drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of or commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Tenant Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant agrees to provide Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation notice of all construction plansalterations, drawings and specifications for approval by additions or improvements Tenant intends to make to the Premises whether or not they require Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord 's prior consent as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termprovided above. Tenant shall cause Tenant's contractor to obtain on behalf of Tenant and at Tenant's sole cost and expense all necessary governmental permits and certificates for the commencement and prosecution of any Alterations alteration, addition or improvement and for final approval thereof upon completion. All such work shall be done at such times and in such manner as its sole obligation Landlord may from time to time designate. Tenant covenants and expenseagrees that all work done by Tenant shall be performed in full compliance with the Condominium Documents, the CC&R, in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and strictly comply boards having jurisdiction, and in full compliance with the following requirements: (a) Following approval by Landlord rules, regulations and requirements of Alterationsany insurance rating bureau having jurisdiction of the Premises or the Building. Before commencing any work, Tenant shall give Landlord at least ten days’ prior Notice (10) days notice of the proposed commencement of such work in order to provide Landlord with an opportunity to post notices of nonresponsibility. Tenant further covenants and agrees that any mechanic's lien recorded against the Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, as provided in Article 16 hereof. All alterations, additions or improvements upon the Premises made by either party, including all wallcovering, built-in cabinetry, paneling and the like, shall, at Landlord's option, upon the expiration or earlier termination of this Lease become the property of Landlord, and shall, at such time, remain upon, and be surrendered by Tenant with the Premises, as a part thereof. Notwithstanding anything to the contrary contained in this Lease, in connection with Tenant seeking to obtain any permit, certificate and/or approval from the Boston Redevelopment Authority ("BRA") with respect to any alteration, addition or improvement, Tenant shall furnish Landlord with copies of all notices and documents submitted to the BRA so that Landlord may post notices of non-responsibility be kept fully informed in or upon respect thereof, Landlord may, at its election, reasonably participate in the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements same and at the Commencement Dateelection of Landlord, Tenant shall retain, at Tenant's sole cost and must be performed expense, a Person designated by Landlord and approved by Tenant to obtain any such permit, certificate and/or approval from the BRA, provided that any such designation shall not cause a delay (in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in more than a manner such that they will not interfere with the quiet enjoyment of the other tenants de minimis manner) in the Complex; and (c) All costs obtaining of any such permit, certificate and/or approval by Tenant, it being understood and expenses incurred by agreed that Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex shall not be liable to Tenant in connection with approving any Alterations shall be paid solely such participation of Landlord and the retaining of such Person by Tenant to Landlord prior to commencing in connection with the obtaining of any Alterationssuch permit, certificate and/or approval.

Requirements. Landlord Tenant may condition its consent for any Alterations upon Tenant complying from time to time, at its expense with reasonable conditions expense, make such alterations (herein called "Alterations") in and requirementsto the Demised Premises, including preparation of all construction plansexcluding structural changes, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide reasonably consider necessary for the approval set forth conduct of its business in Section 17.1 (i) the Demised Premises, provided and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) upon condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirementsthat: (a) Following approval by Landlord the outside appearance of Alterations, Tenant the Building shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawnot be affected; (b) The the Alterations must use materials are to the interior of at least equal quality the Demised Premises and no part of the Building outside of the Demised Premises shall be affected; (c) the proper functioning of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected and the usage of such systems by Tenant shall not be increased; (d) before proceeding with any Alteration, Tenant shall submit to Leasehold Improvements at Landlord for Landlord's approval plans and specifications for the Commencement Datework to be done, and must be Tenant shall not proceed with such work until it obtains Landlord's approval; (e) Tenant shall pay to Landlord upon demand the reasonable cost and expense of Landlord in (i) reviewing said plans and specifications and (ii) inspecting the Alterations to determine whether the same are being performed in compliance accordance with the approved plans and specifications and all lawslaws and requirements of public authorities, ordinancesincluding, without limitation, the fees of any architect or engineer employed by Landlord for such purpose; (f) before proceeding with any Alteration Tenant shall obtain and deliver to Landlord either (i) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New York), each in an amount equal to one hundred twenty five (125%) percent of the cost of the Alteration as estimated by a reputable contractor designated by Landlord and in form satisfactory to Landlord, or (ii) such other security as shall be satisfactory to Landlord; (g) Tenant shall fully and promptly comply with and observe the rules and regulation now or hereafter regulations of Landlord then in effect and in a manner such that they will not interfere force with respect to the quiet enjoyment making of the other tenants in the ComplexAlterations; and (ch) All costs and expenses incurred by Landlord in alteringwith respect to Alteration or improvement work costing more than $5,000, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant agrees to pay to Landlord prior to commencing any Alterations.or Landlord's managing

Requirements. Tenant shall not do any painting or decorating, or erect any partitions, make any alterations in or additions to the Rented Space or do any nailing, boring or screwing into the ceilings, walls or floors (collectively and individually, "Alterations") without the Landlord's prior written general and specific consent in each and every instance, with the exception of picture hanging and limited installation of shelving. Landlord may condition withhold its consent, in its sole discretion. Unless otherwise agreed by Xxxxxxxx and Xxxxxx in writing, the work on all such Alterations shall be performed either by or under the direction of Landlord, but at the cost of Tenant. If the Landlord gives its preliminary consent for to any Alterations upon such Alterations, the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications shall furnish to the Landlord for approval by Landlord; before commencement of the use of contractors and subcontractors approved by Landlord; the work or delivery of performance and payment bonds showing Landlord as a beneficiary; and any materials to the delivery to Landlord Europa Center all of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 following: (i) all plans and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 specifications; (ii) names and addresses of all contractors; (iii) copies of all contracts; (iv) all necessary permits; (v) an indemnification of Landlord by all contractors in form and amount satisfactory to Landlord; and (vi) certificates of insurance from all contractors performing labor or furnishing materials, insuring against any and all claims, costs, damages, liabilities and expenses which may arise in connection with such Alterations. Within ten (y10) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end business days of receiving all of the Lease Termitems specified in (i) through (v) above, in full and complete form, Landlord shall specifically approve or disapprove in writing each of the items. Tenant shall obtain all necessary permits for any Alterations modify, supplement or substitute such items as its sole obligation and expenseLandlord disapproves, pursuant to Landlord's written instructions, and strictly comply with the following requirements: resubmit such items to Landlord for its approval. Landlord shall respond in writing to each resubmission within ten (a10) Following approval by Landlord of Alterations, business days. Tenant shall give Landlord at least ten days’ prior Notice not commence any work or have any supplies or materials delivered to the Europa Center until it has received Landlord's specific written approval of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsitems.

Requirements. Landlord may condition its consent for any Alterations upon All policies of insurance required in this Lease and maintained by Tenant complying at its expense with reasonable conditions shall contain deductibles and requirements, including preparation self-insured retentions not in excess of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors that reasonably approved by Landlord; , or as otherwise required herein or approved by Landlord, and no Landlord Insureds will be responsible for any deductible or self-insured retentions under insurance policies maintained by the delivery Tenant. All such policies of performance insurance required in this Lease shall be primary and payment bonds showing noncontributory with respect to any insurance policies carried by Landlord as or Landlord Insureds, whether by such language being specifically included or endorsed under the policy or otherwise, and such policies shall be obtained from insurers qualified to do business and in good standing in the Commonwealth of Massachusetts having a beneficiary; rating by A.M. Best Company of at least A-VIII or otherwise be acceptable to Landlord. Tenant shall, prior to the Commencement Date and the delivery thereafter, not less than ten (10) days prior to any policy expiration, deliver to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end a certificate of the Lease Terminsurance, representing that such policy has been issued and providing the coverage required by this Section and containing provisions specified herein. Tenant shall obtain all necessary permits also deliver to Landlord copies of paid invoices or paid receipts of the policies required in this Section no later than thirty (30) days after the renewal date. Each such policy required in this Section shall include a notice of cancellation endorsement in favor of the Landlord, whereby Landlord shall be notified of cancellation of any policies with at least thirty (30) days prior written notice thereto, with the exception of ten (10) days for non-payment of premium. If any Alterations as its sole obligation and expensesuch notice of cancellation endorsement is not commercially available, then Tenant shall endeavor to provide Landlord with such notice. Any insurance required of Tenant under this Lease may be furnished by Tenant under a blanket policy carried by it provided that such blanket policy shall reference the Premises, shall guarantee a minimum limit available for the Premises equal to the insurance amounts required in this Lease, and strictly shall provide coverage that is no less than what would otherwise be afforded to the Premises on a standalone policy of insurance that is only applicable to covering the Premises. Tenant shall provide Landlord with copies of all endorsements required in this Lease upon thirty (30) days written notice from Landlord. The failure of Landlord to demand evidence of insurance or to identify any deficiency in any insurance coverage required in this Lease will not be construed as a waiver by Landlord of Tenant’s obligation to comply with the following requirements: (a) Following approval by Landlord insurance requirements of Alterations, this Lease. If Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance does not comply with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment any of the other tenants insurance requirements of this Lease, whether in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.Subsection 4.4.1,

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) As a condition to Tenant’s willingness to do the performing any Consent Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Work, Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements:requirements (so long as the same are generally applicable throughout the Building to all tenants): (a1) Following submission of plans and specifications for Landlord’s prior written approval, which approval may be granted or withheld in Landlord’s sole and absolute discretion, (2) unless Tenant engages one of the Landlord approved contractors or subcontractors (the current list of which is set forth in Exhibit K hereto, but is subject to change by Landlord from time to time throughout the Term), Landlord’s prior approval of Alterationscontractors and subcontractors, which approval shall not be unreasonably withheld, (3) reasonable requirements imposed by Landlord as to the manner and times during which such Alteration Work shall be conducted, and (4) submission of “as built” drawings, or final drawings with field notes, for all such Consent Alteration Work, if applicable, in such form as Landlord may reasonably request. (ii) In connection with Tenant’s performance of any Alteration Work (regardless of whether the same constitutes Consent Alteration Work), Tenant shall give Landlord at least ten days’ prior Notice of commencement comply with the following requirements (so long as the same are generally applicable throughout the Building to all tenants): (1) obtaining necessary permits, (2) obtaining from Tenant’s contractors performing such Alteration Work insurance in form, content and amounts customarily required in Class A office buildings in downtown Chicago in connection with the performance of work comparable to the Alteration Work in question, and obtaining insurance certificates that name Landlord and such other parties as are reasonably identified by Landlord as additional insureds thereunder, (3) obtaining such sworn statements and affidavits from Tenant (in customary form, listing the persons and entities with whom Tenant has contracted in connection with the performance of any Alteration Work), and such lien waivers, affidavits and sworn statements from Tenant’s contractors, subcontractors and materialmen performing or providing services in connection with any Alteration Work, as Landlord may reasonably require. (iii) Whenever in this Lease Landlord has a right of prior approval over any architect, engineer, contractor, or subcontractor to be used by Tenant, Landlord shall not unreasonably withhold such consent or (except as expressly permitted herein) limit Tenant to one or a limited number of architects, engineers, contractors, or subcontractors. (iv) No welding and no Alteration Work that is audible (except to a de minimis extent) or causes excessive vibration or odors in occupied office premises other than the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must shall be performed during Regular Business Hours. All Alteration Work shall comply with all insurance requirements applicable to the Building and with all Laws. All Alteration Work shall be performed in a good and workmanlike manner, lien free (subject to Tenant’s rights under Paragraph 7(D) below) in compliance with all lawsLaws and the terms of this Lease, ordinancesand all materials used shall be of a high quality comparable to or better than those materials used in the Premises and Property. In the case of Consent Alteration Work, rules Landlord may require that such Consent Alteration Work be performed under Landlord’s supervision; provided however Tenant shall not be required to pay any fee to Landlord in connection with Landlord’s review, approval or supervision of any Consent Alteration Work, except that, if in connection with any Consent Alteration Work proposed by Tenant, Landlord reasonably determines that review of Tenant’s proposed plans and regulation now specifications by a third party structural, mechanical or hereafter electrical engineer (i.e., not an employee of Landlord or any Affiliate thereof) is necessary, Tenant shall be obligated to reimburse Landlord for Landlord’s Actual Costs incurred in effect connection with such third party engineer’s review of Tenant’s proposed plans and in specifications. (v) If Landlord consents to or supervises any Alteration Work, the same shall not be deemed a manner such that they will not interfere with warranty as to the quiet enjoyment adequacy of the design, workmanship or quality of materials or that the same comply with Laws, and Landlord hereby expressly disclaims any responsibility or liability for the same; provided however, Landlord shall notify Tenant to the extent Landlord has actual knowledge that any planned Alteration Work shall be deficient in any of the foregoing respects. Tenant shall be responsible, at its sole cost and expense, for any alterations to the Building required in order to comply with applicable Laws occasioned by such Alteration Work. (vi) If, Landlord fails, within ten (10) days after its receipt of Tenant’s request for consent to or approval of any Consent Alteration Work, plans, specifications, contractors, subcontractors, or any other tenants submission made pursuant to this Article 7 that requires Landlord’s consent or approval, to notify Tenant that Landlord withholds such consent or approval (including therewith a statement identifying its reasons therefor with reasonable specificity), then Tenant shall have the right to give Landlord a second written notice requesting consent to the proposed Alteration Work, plans, specifications, contractors, subcontractors or other submission (as applicable), which notice shall (in addition to again requesting such consent) contain a sentence stating “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S CONSENT TO THE SUBJECT MATTER HEREOF,” and, in the Complex; andevent that Landlord fails to respond to such second notice within five (5) Business Days after Landlord’s receipt thereof, then Landlord shall be deemed to have consented to the proposed Alteration Work, plans, specifications, contractors, subcontractors or other submission (as applicable). (cvii) All costs and expenses incurred by Except as expressly set forth in this Lease, Landlord in alteringshall not have any obligation to repair, repairing maintain or replacing replace any portion of the PremisesAlteration Work installed in the Premises by Tenant. (viii) Landlord shall reasonably cooperate, Building at Tenant’s expense, with Tenant’s efforts to obtain any necessary permits or Complex licenses and shall execute any applications or other documents required by Law or any governmental agency to be executed by the building owner (at no out-of-pocket cost or liability to Landlord, unless Tenant agrees to pay the same) and Tenant shall indemnify and hold harmless Landlord for any cost, expense or liability incurred as a result of the performance of Landlord’s duties under this Paragraph 7(B)(viii). (ix) All Consent Alteration Work shall be performed substantially in accordance with the plans and specifications approved by Landlord therefor, and all Alteration Work described in clause (y) or (z) of Paragraph 7(A)(iii) above shall be performed substantially in accordance with the description of the work and materials furnished by Tenant therefor. Landlord shall have the right to deliver (or to cause Tenant to deliver) reasonable construction rules and regulations that are consistent with the terms and provisions of this Lease to Tenant’s contractors performing Alteration Work to the Premises from time to time (which construction procedures and regulations shall be subject to reasonable modification by Landlord from time to time during the Term), in which event Tenant shall cause such rules and regulations to be incorporated (subject to immaterial variations required by such contractors or variations mutually and reasonably agreed to between Landlord and Tenant) into Tenant’s contracts with its contractors performing the applicable Alteration Work (and shall require its contractors to include such rules and regulations in their contracts with their respective subcontractors performing such Alteration Work), and shall thereafter use reasonable efforts to enforce such rules and regulations in connection with approving the performance of the applicable Alteration Work (it being agreed, however, that in the event of any Alterations conflict or inconsistency between the terms and provisions of any such construction rules and regulations delivered by Landlord and the terms and provisions of this Lease, the terms and provisions of this Lease shall govern). All materials and equipment shall be paid solely of first quality and (except for Tenant’s personal property) free of all liens and encumbrances. (x) Tenant’s contractors shall be licensed union contractors (unless no union contractors are available to perform the particular work in question or union contractors do not customarily perform the particular work in question and the use of such non-union contractors will not create disharmony with other union contractors at the Building) possessing good labor relations capable of performing quality workmanship and shall work in harmony with Landlord’s contractors and subcontractors in the Building. (xi) Tenant shall perform any Alteration Work (and shall cause its contractors to perform such Alteration Work) so as not to interfere with the use and enjoyment of the Building by Tenant other tenants of the Building (except to Landlord prior to commencing any Alterationsa de minimis extent).

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 19.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may condition be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsrights under the Lease, including preparation of all construction plansthe right to elect, drawings at Landlord sole and specifications absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery granting consent to any subletting, Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 shall require that: (i) the sublease be a triple net sublease and if Landlord does not so approve, in writing, it shall that the basic rent due under any such sublease be deemed that Tenant must remove no less than the Alteration unless Landlord later exercises its right under Section 17.1 then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) or the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably acceptable to Landlord, with said letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (yiii) condition Tenant’s willingness the sublease shall not provide for subtenant to do have an option to extend the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end term of the Lease Term. sublease or an option to expand the sublet space; and (vi) the Tenant shall obtain pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all necessary permits for any Alterations as rents and/or additional consideration due Tenant from its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work subtenant in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment excess of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely Rent payable by Tenant to Landlord prior hereunder for the subleased space (“Excess Rent”) (with said Excess Rent subject to commencing the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any Alterations.portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for

Requirements. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office in Boston, Massachusetts, New York City or other location in the continental United States reasonably acceptable to Landlord that accepts requests for draws on the Letter of Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost (other than a nominal processing charge not exceeding $250) to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall either be in the form attached to this Lease as Exhibit D or be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the last day of the Term. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall be in default or fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or be in default or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Schedule. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may condition determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with its consent for terms, and/or any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsdamages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, including preparation but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of all construction plans, drawings and specifications for approval the Letter of Credit drawn in excess of the amount applied by Landlord; the use of contractors and subcontractors approved Landlord to cure any such failure shall be held by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of the Landlord, and no fiduciary relationship shall be created with respect to such deposit, nor shall the Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under this Lease after the giving of any applicable notice and the delivery expiration of any applicable grace or cure period, or be in default or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by the Landlord of duplicate originals the Letter of all marked construction drawingsCredit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, within ten (10) days after Landlord gives Tenant notice of such application (and after such a reinstatement of the Letter of Credit, any unapplied cash security deposit shall be returned to Tenant). Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In requesting Landlord’s consentthe event of a sale of the Building or lease, Tenant may (x) ask conveyance or transfer of the Building, Landlord shall transfer its interest in the Letter of Credit or cash security deposit to provide the approval transferee. Notwithstanding anything to the contrary set forth in Section 17.1 (i) and if this Lease, Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end responsible for such transfer of the Lease TermLetter of Credit to a transferee until such transfer has been completed. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant shall obtain all necessary permits for any Alterations further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as its sole obligation and expensesecurity, and strictly comply with the following requirements: (a) Following approval by that neither Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in nor its successors or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations assigns shall be paid solely bound by Tenant to Landlord prior to commencing any Alterationsassignment, encumbrance, attempted assignment or attempted encumbrance.

Requirements. Landlord may condition its consent All insurance provided for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 this Master Lease shall (i) be maintained under valid and if Landlord does enforceable policies issued by insurers licensed and approved to do business in the state(s) where the applicable Facility or portion of the Premises is located and having general policyholders and financial ratings of not so approveless than "A-" and "X", respectively, in writingthe then current Best's Insurance Report, it shall and a claims paying ability rating from S&P of at least AA and the equivalent rating of at least one other rating agency, unless in either case Landlord agrees in the exercise of its reasonable judgment that the required insurance would not be deemed that available to Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 on commercially reasonable terms from insurers with such ratings, (ii) or name Landlord as an additional insured and, for the casualty policy referenced in this Section 6.1, as the owner and loss payable beneficiary, (yiii) condition be on an "occurrence" basis, or, to the extent such insurance is not available at commercially reasonable rates in Landlord's reasonable judgment, on a "claims-made" basis, (iv) cover all of Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration 's operations at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in applicable Facility or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building (v) provide that the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord, unless Landlord shall agree, in its reasonable judgment, that insurance is not available to Tenant on such terms at commercially reasonable rates, and (vi) be primary and provide that any insurance with respect to any portion of the Premises maintained by Landlord is excess and noncontributing with Tenant's insurance. The parties hereby waive as to each other all rights of subrogation which any insurance carrier, or Complex either of them, may have by reason of any provision in connection with approving any Alterations policy issued to them, provided such waiver does not thereby invalidate such policy. Original policies or satisfactory insurer certificates evidencing the existence of the insurance required by this Master Lease and showing the interest of Landlord shall be paid solely by Tenant provided to Landlord it prior to commencing the commencement of the Term or, for a renewal policy, not less than ten (10) days prior to the expiration date of the policy being renewed. If Landlord is provided with a certificate, it may demand that Tenant provide a complete copy of the related policy within ten (10) days. Landlord shall review each such policy or certificate and, within a reasonable time following its receipt thereof, notify Tenant in writing whether the insurance evidenced by such policy or certificate complies with the requirements of this Master Lease. During the Term, Tenant shall maintain the following insurance and any Alterationsclaims thereunder shall be adjudicated by and at the expense of it or its insurance carrier: Fire and Extended Coverage with respect to each Facility against loss or damage from all causes under standard "all risk" property insurance coverage with an agreed amount endorsement (such that the insurance carrier has accepted the amount of coverage and has agreed that there will be no co-insurance penalty), without exclusion for fire, lightning, windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood, vandalism, earthquake, malicious mischief or any other risks normally covered under an extended coverage endorsement, in amounts that are not less than the actual replacement value of such Facility and all Tenant Personal Property associated therewith (including the cost of compliance with changes in zoning and building codes and other laws and regulations, demolition and debris removal and increased cost of construction); Commercial General Public Liability Coverage with respect to each Facility (including products liability and broad form coverage) against claims for bodily injury, death or property damage occurring on, in or about such Facility, affording the parties protection of not less than Five Million Dollars ($5,000,000) for bodily injury or death to any one person, not less than Ten Million Dollars ($10,000,000) for any one accident, and not less than One Million Dollars ($1,000,000) for property damage; -8- Professional Liability Coverage with respect to each Facility for damages for injury, death, loss of service or otherwise on account of professional services rendered or which should have been rendered, in a minimum amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars ($10,000,000) in the aggregate; Worker's Compensation Coverage with respect to each Facility for injuries sustained by Tenant's employees in the course of their employment and otherwise consistent with all applicable legal requirements; Boiler and Pressure Vessel Coverage with respect to each Facility on any fixtures or equipment which are capable of bursting or exploding, in an amount not less than Five Million Dollars ($5,000,000) for resulting damage to property, bodily injury or death and with an endorsement for boiler business interruption insurance; Business Interruption and Extra Expense Coverage with respect to each Facility for loss of rental value for a period not less than one (1) year, provided that, so long as Tenant continues to pay all Rent and other amounts due hereunder and no other Event of Default exists, Tenant shall be entitled to receive all proceeds of such business interruption insurance; and Deductibles/Self-Insured Retentions for the above policies shall not be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the right at any time to require a lower such amount or set higher policy limits, to the extent commercially available and reasonable and customary for similar properties. At such times and only so long as policies of insurance with deductibles or self-insured retentions not greater than Fifty Thousand Dollars ($50,000) are generally not available to operators of assisted living facilities owned by institutional landlords and similar to the Facilities at commercially reasonable rates, as jointly determined by Landlord and Tenant in their respective reasonable judgment, the deductibles or self-insured retentions on the policies of insurance required hereunder may be in such greater amount, as jointly determined by Landlord and Tenant in their respective reasonable judgment, that would result in the applicable policies being available at commercially reasonable rates, not to exceed Two Hundred Fifty Thousand Dollars ($250,000).

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of During the Lease Term, IPTLH agrees that it shall not use or store in violation of any applicable law, code, ordinance, rule, or regulation and shall not discharge, dump, or spill, or store any Hazardous Substances (hereinafter defined) on or about the Property during the Term. Tenant If any such Hazardous Substances are introduced in any manner by the IPTLH, its agents or employees on or about the Property, all reasonable costs of removal incurred by, all liability imposed upon, or damages suffered by, the LCRDA, shall obtain all necessary permits for any Alterations as its sole obligation and expensebe borne by the IPTLH, which costs, liability, and strictly comply with damages IPTLH shall pay the following requirements: LCRDA within ten (a10) Following approval by Landlord days of Alterationsreceipt of a properly documented invoice from the LCRDA. In the event the IPTLH fails to reimburse the LCRDA for such costs, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateliability, and must damages as set forth above, the LCRDA shall have the right, at its election, to immediately take any appropriate legal action and to immediately terminate this Ground Sublease without waiving the LCRDA’s rights to damages for the IPTLH’s failure to perform such work. The provisions of the immediately preceding provisions of this Paragraph to the contrary notwithstanding, the LCRDA shall not be performed obligated to perform such environmental remediation and shall not be liable to the IPTLH for not performing such work. The rights granted to the LCRDA herein shall be in compliance with furtherance, and not in limitation of any other rights the LCRDA may have pursuant to this Ground Sublease. XXXXX agrees to indemnify and hold the LCRDA harmless from any loss or claim for damages occasioned as a result of the IPTLH’s violation of the terms of this Paragraph. IPTLH’s obligations and liabilities under this Paragraph shall survive the expiration or termination of this Ground Sublease. For the purposes of this Ground Sublease, the term “Hazardous Substances” shall mean any and all lawstoxic or hazardous substances, ordinanceschemicals, rules and regulation now materials or pollutants, of any kind or nature, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, or ordinance currently in existence or hereafter in effect enacted or rendered, and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and shall include (c) All costs without limitation), all oil, gasoline and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationspetroleum based substances.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names and,addresses for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to reimburse Landlord for any Alterations upon Tenant complying reasonable and necessary (meaning that Landlord at its expense the time did not have on staff a person with reasonable conditions the appropriate training and requirements, including preparation experience to review such items and as such had to have a third party so review such items) third party charges incurred by Landlord in connection with the review of all construction plans, drawings any such items. Neither approval of the plans and specifications for approval nor supervision of the alteration by Landlord; Landlord shall constitute a representation or warranty by Landlord as to the use accuracy, adequacy, sufficiency or propriety of contractors such plans and subcontractors specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed by Tenant's contractors in harmony with Landlord's employees, rules contractors and regulation now other tenants. The selection of the contractor(s) to perform any alteration shall be subject to Landlord's approval, which approval shall not be unreasonably withheld or hereafter delayed. Each alteration, whether temporary or permanent in effect character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant's sole cost and expense in a manner such that they will not interfere accordance with the quiet enjoyment provisions of Section 15 of this Lease so long as Landlord has specified such alteration (or any portion thereof) for such removal at the time of Landlord's approval of the other tenants in plans and specifications depicting such alteration. Tenant acknowledges that the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing Premises may constitute a place of public accommodation or replacing any portion a commercial facility under Title III of the Premises, Building Americans with Disabilities Act (the "ADA") and that the ADA is applicable to both an owner and a lessee of a place of public accommodation or Complex in connection with approving commercial facility. Tenant further acknowledges that under the ADA any Alterations shall be paid solely by Tenant structural alteration to Landlord prior to commencing any Alterations.the Premises must comply

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed more than five (5) business days. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s standard charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementssupervision of the alteration, including preparation not to exceed five-hundred dollars ($500). Neither approval of all construction plans, drawings the plans and specifications for approval nor supervision of the alteration by Landlord; Landlord shall constitute a representation or warranty by Landlord as to the use accuracy, adequacy, sufficiency or propriety of contractors such plans and subcontractors specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed in harmony with Landlord’s employees, rules contractors and regulation now other tenants. Each alteration, whether temporary or hereafter permanent in effect character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures, including all bank equipment i.e. ATM machine, vault and teller drawers) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant’s sole cost and expense in a manner such that they will not interfere accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 15 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration other than Cosmetic Alterations, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work, such approval not to be unreasonably withheld, conditioned or delayed. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 All insurance policies required hereunder will: (i) and if Landlord does require 30 days’ prior written notice to Lessor of cancellation, non-renewal or material change in coverage (any such cancellation, non-renewal or change, as applicable, not so approvebeing effective until the thirtieth (30th) day after the giving of such notice) except, in writingthe case of cancellation for nonpayment of premium, it only 10 days’ prior written notice shall be deemed that Tenant must remove required and in the Alteration unless Landlord later exercises its right case of cancellation of the coverages described under Section 17.1 14.a.(iv), notice as established under the applicable endorsements; (ii) or name the Additional Insureds (yas hereinafter defined) condition Tenant’s willingness to do as an additional insured under the Alteration on Landlord’s written agreement that Tenant can remove liability coverage and name Additional Insureds as sole loss payee under the Alteration at physical damage insurance coverage; (iii) not require contributions from other policies held by the end Additional Insureds; (iv) waive any right of subrogation against the Additional Insureds; (v) in respect of any liability of any of the Lease Term. Tenant shall obtain all necessary permits Additional Insureds, except for the insurers’ salvage rights in the event of a loss or damage, waive the right of such insurers to setoff, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies; (vi) permit but not require that any of the Additional Insureds pay or be liable for any Alterations premiums with respect to such insurance covered thereby; (vii) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof; (viii) provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (ix) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Lessee or any other person (other than an Additional Insured, as to itself only) and will insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee or by any other person (other than an Additional Insured, as to itself only). As used herein, the term “Additional Insureds” means “KeyCorp and its sole obligation subsidiaries and expenseaffiliated companies including KeyEquipment Finance Inc., and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationstheir respective successors and/or assigns.”

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant agrees that in performing any work in or on the Premises it shall employ the services of Landlord's architect. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord, its managing agent and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Landlord 's prior written approval of Tenant's contractors hereunder shall not be unreasonably withheld. Tenant agrees to pay Landlord's reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the alteration. Neither approval of the plans and specifications for approval nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed by Landlord or under Landlord's supervision, rules and regulation now or hereafter in effect and in a manner harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures)shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred Section 17 of this Lease, which required removal shall be specified by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant when Landlord consents to Landlord prior to commencing any AlterationsTenant's requested alterations.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) from Landlord for Tenant’s contractors before the commencement of any work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration (but not the Tenant Improvements to be installed pursuant to Exhibit C), the cost of which is reasonably expected to exceed $40,000.00, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof which would require a building permit without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. In the event Landlord may condition its consent for consents to the making of any Alterations upon Tenant complying such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at its expense Tenant's sole cost and expense, in accordance with reasonable conditions and requirements, including preparation of all construction plans, drawings plans and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; , and any contractor or person selected by Tenant to make the delivery of performance and payment bonds showing same must first be approved in writing by Landlord. If Tenant elects to have any alterations, additions or improvements made by Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentfor Tenant's account, Tenant may shall reimburse Landlord for the cost thereof within twenty (x20) ask days after receipt of a statement, setting forth the actual cost of such alterations, additions or improvements. Tenant shall reimburse Landlord to provide for Landlord's reasonable out-of-pocket costs (including reasonable fees of Landlord's architectural and engineering consultants) for review of such alterations, additions or improvements. After the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) expiration or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end sooner termination of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation Term and expense, and strictly comply with the following requirements: (a) Following approval upon demand by Landlord of AlterationsLandlord, Tenant shall give remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall repair and restore the Premises to their original condition, subject to ordinary wear and tear. Such removal, repair and restoration work shall be done promptly and with all due diligence at least ten days’ prior Notice Tenant's sole cost and expense. The provisions of commencement this Section 12 shall not apply to the initial Tenant Improvements described in EXHIBIT C to this Lease, or to any installation or removal of work equipment in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants for third party clients in the Complex; and course of Tenant's business (c) All costs however, Section 13.1 and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations Section 13.2 shall be paid solely by Tenant to Landlord prior to commencing any Alterationsremain applicable).

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent of Landlord, which consent will not be unreasonably withheld. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s standard charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the alteration. Neither approval of the plans and specifications for approval nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant, provided, however that Landlord shall have the right to require Tenant to remove any such that they will not interfere alteration (other than Tenant’s Work described in Exhibit B) at Tenant’s sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 16 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Landlord may condition its consent for Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of Best's Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 20.1(a) and requirements, including preparation of all construction plans, drawings and specifications for approval by 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, at Landlord's request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00) which deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the use insurance afforded by such policy for the benefit of contractors Landlord and subcontractors approved any other additional insureds shall be primary, and any insurance carried by LandlordLandlord or any other additional insureds shall be excess and non-contributing; (f) contain an endorsement that the delivery of performance insurer waives its right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord (and payment bonds showing Landlord as a beneficiaryany other additional insureds) in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation or other termination thereof; and (h) contain a cross liability or severability of interest endorsement. Tenaxx xxxees to deliver to Landlord, as soon as practicable after the delivery placing of the required insurance, but in no event later than the date Tenant is required to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval obtain such insurance as set forth in Section 17.1 20.1 above, certified copies of each such insurance policy (ior certificates from the insurance company evidencing the existence of such insurance and Tenants compliance with the foregoing provisions of this Section 20). Tenant shall cause replacement policies or certificates to be delivered to Landlord not less than thirty (30) days prior to the expiration of any such policy or policies. If any such initial or replacement policies or certificates are not furnished within the time(s) specified herein and if Landlord does not so approvesuch failure continues for more than ten (10) days following written notice thereof to Tenant, in writing, it then Tenant shall be deemed that Tenant must remove to be in material default under this Lease without the Alteration unless Landlord later exercises its right under benefit of any additional notice or cure period provided in Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense23.1 below, and strictly comply with Landlord shall have the following requirements: (a) Following approval by Landlord of Alterationsright, Tenant shall give Landlord but not the obligation, to procure such policies and certificates at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsTenant's expense.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense The contractor shall secure and maintain throughout the duration of this contract, insurance of such types and not less than the amounts specified herein. The Contracting Authority (XXXXXXXXX COUNTY) shall be named as “Additional Insured,” using the following language: “XXXXXXXXX COUNTY CONSERVATION BOARD, XXXXXXXXX COUNTY Insurance coverage will be considered acceptable when provided in one of the following methods: The Contractor shall furnish the Contracting Authority with reasonable conditions and requirementsa proper Certificate of Insurance or affidavits executed by representatives of duly qualified insurance companies, including preparation of all construction plans, drawings and specifications doing business in IOWA for approval by Landlordthe Contracting Authority. The Certificate shall identify the following: the insurance company firm name and address; contractor firm name and address; insurance policy(s) number(s); policy period; type of policy and coverage; limits of coverage; description of operations covered; certificate holder / “Additional Insured”; and cancellation clause. All certificates submitted for the use purpose of contractors and subcontractors approved by Landlord; complying with these specifications shall identify as the delivery of performance and payment bonds showing Landlord as a beneficiary“Named Insured” the Contractor; and the delivery to Landlord Contracting Authority, its agents and representatives, as “Additional Insureds.” This requirement shall apply with equal force, whether the work is performed by (1) persons employed directly by the Contractor, (2) by a subcontractor, or (3) by an independent contractor. Regardless of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide such approval by the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writingContracting Authority, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness responsibility of the Contractor to maintain adequate insurance coverage at all times, and failure to do so shall not relieve the Alteration Contractor of any contractual obligation or responsibility. Failure on Landlord’s written agreement that Tenant can remove the Alteration at the end part of the Lease TermContractor to maintain this insurance in full effect will be treated as such by the Contracting Authority. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly Failure on the part of the Contractor to comply with the following requirements: (a) Following approval by Landlord requirements of Alterationsthis article will be considered sufficient cause to suspend the work, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datewithhold payment(s), and must and/or be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere disqualified from receiving further contract awards. Insurance policies filed with the quiet enjoyment Contracting Authority shall state that thirty (30) calendar days prior written notice will be given to the Contracting Authority before any policy covered thereby is changed or canceled. Evidence of insurance coverage as identified and stipulated by these specifications shall be approved by the Contracting Authority prior to any work being performed by the Contractor, subcontractor(s), or agents of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsContractor.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Landlord shall make reasonable efforts to respond within thirty (30) days to any request from Tenant to sublease the Premises. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent for to any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsassignment, including preparation of all construction planstransfer, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing or subletting, Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 shall require that: (i) the sublease be a triple net sublease and if Landlord does not so approve, in writing, it shall that the basic rent due under any such sublease be deemed that Tenant must remove no less than the Alteration unless Landlord later exercises its right under Section 17.1 then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) or the sublease shall require that the security deposit clue under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (yiii) condition Tenant’s willingness the sublease shall not provide for subtenant to do have an option to extend the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end term of the Lease Term. sublease or an option to expand the sublet space; and (iv) the Tenant shall obtain pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) of all necessary permits rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for any Alterations as its sole obligation the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and expenseLease Paragraph 24 (“Bankruptcy and Default”); provided, and strictly comply with the following requirements: however, that before sharing such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent (a) Following approval the amount of the reasonable leasing commission related to said transaction paid by Landlord of AlterationsTenant to a third party broker not affiliated with Tenant, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; and (b) The Alterations must use materials the amount of at least equal quality any reasonable outside costs incurred by Tenant to Leasehold Improvements at construct improvements to the Commencement Dateassigned, and must transferred or sublet premises which improvements are required to be performed made by Tenant under the assignment or transfer agreement or a sublease agreement. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in compliance with all laws, ordinances, rules and regulation now the Lease or hereafter in effect and in a manner such that they will not interfere with sublet the quiet enjoyment Premises or any portion thereof for any part of the other tenants in the Complex; and Term hereof. Within thirty (c30) All costs and expenses incurred by Landlord in alteringdays after receipt of said written notice, repairing provided Tenant intends to sublease fifty percent (50%) or replacing any portion more of the Premises, Building Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or Complex other transferee for presentment to Landlord for Landlord’s approval of Tenant’s request to sublease and/or assign, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior to commencing any Alterationsunder the Lease.

Requirements. Landlord may condition its consent for any Alterations upon All construction and installation of the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of commencement of work in the Premises construction of the Tenant Improvements so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials All Tenant improvements shall be constructed in a skillful and workmanlike manner, consistent with the best practices and standards of at least equal quality to Leasehold Improvements at the Commencement Dateconstruction industry, and pursued with diligence in accordance with the Approved Construction Plans and in full accord with all applicable laws, regulations and ordinances, including without limitation, the ADA. All material, equipment, and articles incorporated in the Tenant Improvements are to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (c) The Contractor shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers' compensation insurance in the amounts specified in Article 9 of the Lease, and builder's risk and course of construction insurance in an amount not less than the total Tenant Improvement Costs. Tenant shall provide Landlord with certificates of insurance evidencing such insurance coverage by Contractor prior to commencing the construction of the Tenant Improvements. Landlord and any other party in interest designated by Landlord shall be named as an additional insured on the commercial general liability policy, and Landlord shall be named as the loss payee on the builder's risk and course of construction insurance. (d) Landlord may require performance and labor and materialmen's payment bonds issued by a surety approved by Landlord, in a sum equal to the Tenant Improvement Costs, guarantying the completion of the Tenant Improvements free and clear of all liens and other charges in accordance with the Approved Construction Plans. Such bonds shall name Landlord as beneficiary; (e) Construction of the Tenant Improvements must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they it will not interfere with the quiet enjoyment of the other tenants in the Complex; and; (cf) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Construction of the Premises, Building or Complex in connection with approving any Alterations shall Tenant Improvements must be paid solely by Tenant to Landlord prior to commencing any Alterationscompleted during calendar year 2000.

Requirements. Landlord may condition its consent for any Alterations upon Any work performed at the Building or on the Premises by Tenant complying at its expense or Tenant's contractor in connection with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following additional requirements: (a) Following approval Such work shall not proceed until Landlord has approved (which shall not be unreasonably withheld or delayed) in writing: (i) Tenant's contractor, (ii) the amount and coverage of public liability and property damage insurance, with Landlord named as an additional insured, carried by Landlord of AlterationsTenant's contractor, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law;(iii) complete and detailed plans and specifications for such work, and (iv) a schedule for The Work. (b) The Alterations must use materials All work shall be done in conformity with a valid permit when required, a copy of at least equal quality which shall be furnished to Leasehold Improvements at the Commencement DateLandlord before such work is commenced. In any case, and must all such work shall be performed in compliance accordance with all applicable laws. Notwithstanding any failure by Landlord to object to any such work, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere Landlord shall have no responsibility for Tenant's failure to comply with the quiet enjoyment of the other tenants in the Complex; andapplicable laws. (c) All work by Tenant or Tenant's contractor shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant's contractor shall be scheduled, on a reasonable basis, through Landlord. (e) Tenant or Tenant's contractor shall arrange for necessary utility, hoisting and elevator service, on a nonexclusive basis, with Landlord's contractor and shall pay such reasonable costs and expenses incurred for such services as may be charged by Landlord's contractor. Landlord in alteringshall have the right to require any necessary movement of materials by the elevator to be done after regular working hours at the expense of Tenant. (f) Tenant's entry on the Premises for any purpose, repairing including, without limitation, inspection or replacing any portion performance of improvement work by Tenant, prior to the Commencement of the Premises, Building or Complex in connection with approving any Alterations term shall be paid solely subject to all of the covenants of this Lease except the payment of rent. Entry by Tenant to Landlord prior to commencing any Alterationsshall include entry by Tenant's officers, employees, contractors, licensees, agents, servants, guests, invitees or visitors.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any alterations, additions, or improvements ("Alterations") in, on, or to the Project or any part thereof without the prior written consent of Landlord. Subject to the remaining provisions of this Article 13, Tenant shall have the right, without the need of written consent from (but with prior written notice to) Landlord, to make Alterations provided (i) the Alterations are nonstructural, do not impair the strength of any Building or any part thereof and are not visible from the exterior of the Premises; (ii) the Alterations do not affect the proper functioning of the HVAC System, mechanical, electrical, sanitary or other utilities, systems and services of any Building; (iii) materials used are consistent with the existing materials in the Premises and comply with Building standards as established by Landlord, and do not include any Hazardous Materials; and (iv) the cost of any such individual Alteration does not exceed $25,000.00. Whether or not Landlord's consent is required for any Alterations upon Alterations, (i) Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings shall provide to Landlord final plans and specifications for approval by Landlordthe Alterations and (with respect to Alterations for which Landlord has the right of consent) Landlord shall have approved in writing such plans and specifications and all contractors who will perform the Alterations (and, to the extent that such contractors are licensed and bondable, such consent shall not be unreasonably withheld); the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) Tenant pays to Landlord a fee for Landlord's indirect costs, field supervision or coordination in connection with the Alterations equal to a reasonable hourly fee for the time spent on such matters; and (iii) for Alterations requiring Landlord's consent only and for which Landlord reasonably determines that the cost to repair and restore the Premises (1) with respect to removal of such Alteration alone will exceed $500,000.00, or (y2) condition Tenant’s willingness with respect to do removal of such Alteration together with costs for removal of all prior Alterations made by Tenant will exceed $500,000.00 in the Alteration on aggregate, then, if requested by Landlord’s written agreement that , Tenant can shall provide for added security (including without limitation providing an additional Letter of Credit or depositing with Landlord cash security) as Landlord may reasonably require for any obligations of Tenant to remove the Alteration such Alterations and repair any damage and accomplish any restoration caused thereby at the end expiration or earlier termination of the Lease Term. Tenant shall obtain Unless all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with of the following requirements: (a) Following approval by Landlord of Alterationsforegoing conditions are satisfied, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in not have the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality right to Leasehold Improvements at the Commencement Datemake such Alterations, and must be performed Landlord shall have the right to withhold its consent to the Alterations in compliance with all laws, ordinances, rules Landlord's sole and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsabsolute discretion.

Requirements. Landlord may condition its consent for No pet will be permitted to disturb the health, safety, rights, comfort, quiet or peaceful enjoyment of other tenants. Accordingly tenant shall ensure that pets refrain from excessive barking, jumping, scratching, whining, or any Alterations upon Tenant complying at its expense other sounds. • Ensure that the pet shall not create any conflict or disturbance with reasonable conditions others and requirements, including preparation of all construction plans, drawings will not threaten any physical harm to anyone. • Tenants agree to keep their pet from being unnecessarily noisy or aggressive and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery /or causing any annoyance or discomfort to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termothers. Tenant shall obtain all necessary permits for remedy immediately any Alterations as its sole obligation and expense, and strictly complaints made through the Owners or Manager. • To comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable statutes, ordinances, restrictions, owners’ association rules and regulation now other enforceable regulations regarding any pet. • Tenant agrees to notify METRO LIVING, LLC of any violation of the addendum by another tenant or hereafter his/her pet. • To keep the rabies shots of any pet current. • Pet shall be properly maintained, licensed, and inoculated as required by local, county, or state statute, ordinance, or health code. • Tenants agree to adhere to local ordinances, including leash and licensing requirements. • Pet shall display owner identification and current inoculation tags at all times. • Tenants agree to furnish the Owners with a picture of their pet. • To confine any pet that is a dog or cat, when outside, on leashes under Tenants control and to confine any pet other than dog or cat in effect appropriate cages at all times. • Pet shall be restrained at all times when not in apartment, but not tethered when it’s outside their dwelling. Unsupervised and/or unrestrained animals in any common area are strictly prohibited. • No vicious or dangerous animals are permitted. Tenants agree to keep their pet under control at all times. • To keep the pet from damaging any property belonging to the Owner's or others. • Tenant assumes all responsibility and is strictly liable for any and all amount of any injury to any person or property as a result of the pet or its actions and tenant shall indemnify Owner's for all costs of litigation and attorney’s fees resulting from the same. • To hold the Owner's harmless from all liability arising from the tenant’s ownership or keeping of the pet, including but not limited to any liability resulting form the Owner's turning said pet over to local pet policing authorities should pet be found unsupervised. • Tenant may not abandon the pet or leave it unattended for an extended/unreasonable period of time. • To promptly remove any pet waste from the property, including all living areas, garages, storage areas, yards, porches, patios, courtyards, decks. • Tenant agrees to clean up after dog (s)/ pet (s) immediately and properly dispose of all waste into nearest outdoor trash. • No pet is permitted to urinate or defecate on any unprotected floor. • Used litter will be double bagged and disposed of in the nearest outdoor trash respectable and NOT disposed of down the toilet regardless of product’s claim of “flushablility”. All litter boxes must be placed on a protective/ plastic floor covering and maintained in a manner such proper and sanitary condition. • Any odor resulting from any pet is considered a nuisance and is strictly prohibited. • To control flea infestation and exterminate if necessary, and upon demand, in any and all areas affected with full cost to be paid by tenant. • All food and water bowls must be placed on a protective/ plastic floor covering. • Tenants agree not to leave food or water for their pet or any other animal outside their dwelling where it may attract other animals. • No visiting or temporary boarding pets. • Tenants must remove or confine any pet at any time that they will not interfere with the quiet enjoyment pet is likely to limit or prohibit Owner's or other persons access to property as permitted by the lease. • To immediately pay for any injury, damage, loss, or expense caused by the pet. In this regard, it is expressly understood that at no time shall the tenant apply any part of the other tenants in pet deposit towards such amounts due, but rather, the Complex; and (c) All costs tenant shall make restitution immediately and expenses incurred by Landlord in altering, repairing or replacing any portion of separately from the Premises, Building or Complex in connection with approving any Alterations pet deposit. It is further understood that such restitution shall be made over and above any rent or deposit paid solely in accordance with this pet addendum. • Tenant understands that this list is subject to change as deemed necessary by Tenant the Owner's. • Tenants agree that the Owners reserve the right to Landlord prior revoke permission to commencing any Alterationskeep the pet should the tenants break this agreement.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent for any Alterations upon Tenant complying at its expense reasonably request in connection with reasonable conditions and requirements, including preparation such alteration. Neither approval of all construction plans, drawings the plans and specifications for approval nor supervision of the alteration by Landlord; Landlord shall constitute a representation or warranty by Landlord as to the use accuracy, adequacy, sufficiency or propriety of contractors such plans and subcontractors specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting addition, each alteration shall be performed in compliance with all applicable governmental and insurance company laws, regulations and requirements. Each alteration shall be performed by union contractors if required by Landlord and in harmony with Landlord’s consentemployees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant may in or upon the Premises (xexcepting only Tenant’s furniture, equipment and trade fixtures) ask shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to provide require Tenant to remove such alteration at Tenant’s sole cost and expense in accordance with the approval set forth in provisions of Section 17.1 16 of this Lease (i) provided that with respect to any alteration, Landlord notifies Tenant prior to the installation of such alteration that such removal will be required and if Landlord does not so approvenotify Tenant then Tenant shall have no obligation to remove such alteration). Notwithstanding anything herein to the contrary, Tenant shall remove from the Premises any cables or wires installed by Tenant in writingthe Premises. Tenant acknowledges that the Premises may constitute a place of public accommodation or a commercial facility under Title III of the Americans with Disabilities Act (the “ADA”) and that the ADA is applicable to both an owner and a lessee of a place of public accommodation or commercial facility. Tenant further acknowledges that under the ADA any structural alteration to the Premises must comply with accessibility standards set forth in the rules promulgated by the Department of Justice at 28 C.F.R. 36,101 et. seq. in the event Tenant makes any structural alteration to the Premises which would require compliance with Title III of the ADA and the accessibility standards promulgated by the Department of Justice, it Tenant agrees to design and build such structural alterations so as to comply with the ADA and the accessibility standards. Notwithstanding any of the foregoing to the contrary, Landlord shall be deemed responsible for any and all alterations to the Building outside of the Premises required to comply with the ADA and the accessibility standards. Nothing contained herein shall be construed to modify the requirement that Tenant any alteration to the Premises must remove have the Alteration unless prior written approval of Landlord, and such approval, if given, shall not be construed to be a waiver by Landlord later exercises its right under of Tenant’s obligations and agreements as set forth in this Section 17.1 10. Notwithstanding anything in this Section 10 to the contrary, Landlord’s consent shall not be required with respect to any alterations which satisfy all of the following criteria (hereinafter referred to as “Permitted Alterations”): (i) the value of the work to be performed is less than $50,000.00; (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end such work otherwise complies with all other provisions of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawthis Lease; (biii) The Alterations must use materials of at least equal quality to Leasehold Improvements at such work does not affect the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now Building structure or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the ComplexBuilding systems; and (civ) All costs and expenses incurred by Landlord in altering, repairing or replacing such work does not involve any portion changes visible from the exterior of the Premises. Although Landlord’s consent shall not be required for any Permitted Alteration, Building or Complex in connection with approving all of the other provisions of this Section 10 shall apply to any Alterations shall be paid solely by such Permitted Alteration, except that Tenant to Landlord shall, at least ten (10) days prior to commencing any Alterationssuch Permitted Alteration, submit to Landlord detailed plans and specifications for such Permitted Alteration but Landlord approval of such plans and specifications shall not be required.

Requirements. Landlord may condition its consent for any Alterations upon All construction and installation of the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of commencement of work in the Premises construction of the Tenant Improvements so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials All Tenant Improvements shall be constructed in a skillful and workmanlike manner, consistent with the best practices and standards of at least equal quality to Leasehold Improvements at the Commencement Dateconstruction industry, and pursued with diligence in accordance with the Approved Construction Plans and in full accord with all applicable laws, regulations and ordinances, including without limitation, the ADA. All material, equipment, and articles incorporated in the Tenant Improvements are to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (c) The Contractor shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers' compensation insurance in the amounts specified in Article 9 of the Lease, and builder's risk and course of construction insurance in an amount not less than the total Tenant Improvement Costs. Tenant shall provide Landlord with certificates of insurance evidencing such insurance coverage by Contractor prior to commencing the construction of the Tenant Improvements. (d) Landlord may require performance and labor and materialmen's payment bonds issued by a surety approved by Landlord, in a sum equal to the Tenant Improvement Costs, guarantying the completion of the Tenant Improvements free and clear of all liens and other charges in accordance with the Approved Construction Plans. Such bonds shall name Landlord as beneficiary; (e) Construction of the Tenant Improvements must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they it will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.;

Requirements. All alterations shall be constructed in strict compliance with applicable state law provisions, and if applicable, with approved Construction Plans and with all additional requirements propounded by Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation the time Landlord approves the Construction Plans. Tenant’s indemnity of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 the Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s agents or anyone employed by any of them (iincluding the Contractors, as defined in Exhibit “B”) arising out of the construction of any alterations. Such indemnity by Tenant, as set forth in the Lease, shall also apply with respect to any and if Landlord does not so approveall costs, losses, damages, injuries and liabilities related in any way to Landlord’s performance of any ministerial acts reasonably necessary to permit Tenant to complete any tenant improvements, and to enable Tenant to obtain any building permit or certificates for the Premises. All of Tenant’s agents, contractors, subcontractors, engineers and the like shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry commercial general liability coverage and property damage insurance, all with limits, in writingform and with companies as are required to be carried by Tenant as set forth in the Lease, it and the policies therefor shall be deemed that Tenant must remove the Alteration unless insure Landlord later exercises its right under Section 17.1 (ii) or (y) condition and Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term, as their interests may appear. Tenant shall obtain all necessary permits for carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of any Alterations as its sole obligation and expenseMaterial Alterations, and strictly comply with such other insurance as Landlord may reasonably require at the following requirements: (a) Following approval by time Landlord of Alterations, approves the Construction Plans. Tenant shall be responsible for assuring that all alterations are completed in a lien-free manner. Tenant agrees to give Landlord at least written notice not less than ten days’ prior Notice (10) days in advance of the commencement of work any construction, alteration, addition, improvement, installation or repair costing in the Premises so excess of Twenty-five Thousand Dollars ($25,000.00) in order that Landlord may post appropriate notices of Landlord’s non-responsibility in or upon responsibility. Promptly after the Premises as provided by law; (b) The Alterations must use materials tenant improvements are completed, Tenant shall file an appropriate Notice of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsCompletion.

Requirements. Prior to starting work on any Alteration, other than a Minor Alteration, Tenant shall furnish to Landlord for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed): plans and specifications; names of proposed contractors (provided that Landlord may condition its consent for any Alterations upon Tenant complying at its expense designate specific contractors with reasonable conditions respect to Building systems, so long as such contractors are available to perform the work); copies of contracts; and requirements, including preparation necessary permits and approvals; evidence of all construction plans, drawings contractors’ and subcontractors’ insurance. Changes to the plans and specifications must also be submitted to Landlord for its approval (which approval shall not be unreasonably withheld). Landlord’s waiver on one occasion shall not waive Landlord’s right to enforce such requirements on any other occasion. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; the minimum standard for the Building. Landlord may designate reasonable and non-discriminatory rules, regulations and procedures for the performance of Alterations in the Building and the delivery Project, and, to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord the extent reasonably necessary to provide avoid disruption to the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end occupants of the Lease TermBuilding and the Project, Landlord shall have the right to designate the time when Alterations may be performed. Tenant shall obtain all necessary permits reimburse Landlord within 30 days after receipt of an invoice for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval out-of-pocket sums paid by Landlord for third party examination of Tenant’s plans for Alterations. In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord a fee equal to 5% of the total cost of such Alterations for Landlord’s oversight and coordination of any Alterations, other than Minor Alterations. No later than 30 days after completion of the Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of nonfurnish “as-responsibility in or upon the Premises as provided by law; built” plans (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datewhich shall not be required for Minor Alterations), and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.completion

Requirements. All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies acceptable to Landlord may condition its consent for and Landlord's lender and qualified to do business in the State of California. Each policy shall name Landlord, Landlord's agents and, at Landlord's request, any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation mortgagee of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawingsan additional insureds, as their respective interests may appear. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Each policy shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: contain (a) Following approval by Landlord of Alterationsa cross-liability endorsement, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality a provision that such policy and the coverage evidenced thereby shall be primary and noncontributing with respect to Leasehold Improvements at the Commencement Dateany policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs a waiver by the Insurer of any right of subrogation against Landlord to the extent required under Section 22.6 below. A copy of each paid up policy (authenticated by the insurer) or certificate of the insurer evidencing the existence and expenses incurred by amount of each insurance policy required hereunder shall be delivered to Landlord in altering, repairing or replacing any portion before the date Tenant is first given the right of possession of the Premises, Building or Complex in connection with approving and thereafter within thirty (30) days after any Alterations demand by Landlord therefor. Landlord may, at any time and from time to time, inspect and/or copy any insurance policies required to be maintained by Tenant hereunder. No such policy shall be paid solely by Tenant cancelable except after thirty (30) days' written notice to Landlord and Landlord's lender. Tenant shall furnish Landlord with renewals or "binders" of any such policy at least ten (10) days prior to commencing any Alterationsthe expiration thereof. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure such insurance on Tenant's behalf and charge Tenant for the premiums together with interest thereon at the Interest Rate, payable upon demand. Tenant shall have the right to provide such insurance coverage pursuant to blanket policies obtained by the Tenant, provided such blanket policies expressly afford coverage to the Premises, Landlord, Landlord's mortgagee and Tenant as required by this Lease.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions (a) Mortgagor shall promptly comply with, or cause to be complied with, and conform to (i) all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and requirements, including preparation and irrespective of the nature of the work to be done, of each Governmental Authority which has jurisdiction over the Mortgaged Property and (ii) all construction planscovenants, drawings restrictions and specifications for approval conditions now or later of record which may be applicable to any of the Mortgaged Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any of the Mortgaged Property, except to the extent that failure to comply therewith could not, in the aggregate„ reasonably be expected to have a Material Adverse Effect. All present and future laws, statutes„ codes, ordinances, orders, judgments, decrees, rules, regulations and requirements of every Governmental Authority applicable to Mortgagor or to any of the Mortgaged Property and all covenants, restrictions, and conditions which now or later may be applicable to any of the Premises are collectively referred to as the “Legal Requirements”. Requirement by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord appropriate legal proceedings diligently conducted in good faith, but such right shall not be deemed or construed in any way as a beneficiary; and the delivery relieving, modifying, or extending Mortgagor’s covenant to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 comply with any such Legal Requirement unless (i) and if Landlord does not Mortgagor has given prior written notice to Mortgagee of Mortgagor’s intent so approveto contest or object to such Legal Requirement, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition TenantMortgagor shall demonsixate to Mortgagee’s willingness to do the Alteration on Landlord’s written agreement reasonable satisfaction that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed delay in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in such Legal Requirement shall not entail a manner such that they will not interfere with the quiet enjoyment risk of forfeiture of any of the Mortgaged Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by the terms of such Legal Requirement, compliance therewith pending prosecution of any such legal proceeding may legally be delayed without incurring any lien, charge or liability of any kind against the Mortgaged Property (other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing than for Permitted Exceptions or replacing any portion Liens permitted under Section 8.01 of the PremisesCredit Agreement), Building or Complex any part thereof, unless New Haven County, CT Mortgagor shall furnish a good and sufficient bond or surety as required by and reasonably satisfactory to Mortgagee and (iv) all material permits required for the operation of the Mortgaged property remain in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationseffect.

Requirements. All policies required of Tenant shall be written by an insurer satisfactory to Landlord. Such policies shall name Landlord and the Senior Interest Holders (as hereinafter defined) of which Tenant has notice as additional insureds. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) days' prior written notice to Landlord. Tenant shall, within thirty (30) days prior to the expiration of any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, if Tenant fails to do so within ten (10) days following notice of such failure, then, upon an additional notice to Tenant, Landlord may condition its consent order such insurance and charge the cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the responsibility of Tenant under this Article 20, Landlord shall deliver to Tenant a statement setting forth the cost of any such insurance and showing in reasonable detail the manner in which it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the insured or as an additional insured. Tenant's obligation to carry insurance provided for in this Article 20 may be satisfied by inclusion within the coverage of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsblanket policy or policies of insurance carried or maintained by Tenant, including preparation provided that the coverage required herein will not be reduced or diminished by reason of all construction plans, drawings and specifications for approval by Landlord; the use of contractors such blanket policies of insurance and subcontractors approved by Landlord; the delivery any such blanket policies of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord insurance expressly waive any pro rata distribution requirement contained in any such policies of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of insurance covering the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for Prior to starting work on any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give furnish Landlord at least ten days’ prior Notice with two (2) complete sets of commencement of work professionally prepared working drawings (which shall include any architectural, structural, electrical, mechanical, computer system wiring, and telecommunication plans, which shall all be in CAD or other electronic format if requested by Landlord), and will be consistent with the construction methods and procedures manual attached hereto as Exhibit I, as amended from time to time for the Premises so that (the “Tenant Construction Manual”); names of contractors reasonably acceptable to Landlord; required permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming as additional insureds the Landlord, the managing agent for the Premises, and such other Additional Insured Parties (as defined in Section 13) as Landlord may post notices designate for such purposes. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show the purpose of non-responsibility such Cable (i) every six (6) feet in locations behind walls, beneath floors, and above ceilings (specifically including, but not limited to, the electrical room risers), and (ii) at the termination point(s) of such Cable. “Cable” shall mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or upon for the Premises exclusive benefit of Tenant or any party acting under or through Tenant. Any changes to the plans and specifications, other than di minimus changes that are purely cosmetic, do not affect the Building structure or mechanical systems, and do not cause the cost of the Alterations to exceed $1,000,000 (which amount shall be increased by the same percentage as provided by law; the Index as of each Adjustment Date), must also be submitted to Landlord for its approval. Prior to commencing Alterations, Tenant shall provide Landlord with a copy of the contract for the Alterations and evidence satisfactory to Landlord as to the existence of all necessary permits (to the extent not previously provided). Alterations shall be (a) constructed in a good and workmanlike manner, (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Dateconsistent with first class standards, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs consist of materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system, (d) performed by contractors or mechanics whose labor union affiliations are not incompatible with those of any workers, contractors or subcontractors who may be employed, retained or engaged by the Landlord for the development and making of any alterations at the Premises, and who are otherwise reasonably approved by Landlord, (e) in accordance with the Tenant Construction Manual, if any, and (f) designed and performed in accordance with all applicable Laws. It shall be deemed reasonable for Landlord to withhold its consent to any Alteration that adversely affects a Building’s roof, structure, or systems, that is inconsistent with a first-class life science building, that results in an increase in gross floor area at the Premises or alteration of any Building footprint, that would violate any certificate of occupancy for the Building or any other permits or licenses relating to the Building, that would reduce the utility of the Premises for life sciences laboratory, research, and manufacturing purposes, or that is otherwise inconsistent with the requirements of this Section. Tenant shall reimburse Landlord for any third-party expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving the review, inspection, and coordination of Xxxxxx’s plans for Alterations and Xxxxxx’s performance thereof. Upon completion, Tenant shall furnish “as-built” plans (in CAD or other electronic format, if requested by Landlord) for Alterations, customary American Institute of Architects completion affidavits, full and final waivers of lien, any applicable certificate of occupancy for the space affected by such Alterations and other applicable municipal or local sign-offs and inspection reports, and any other items reasonably required by Landlord for closing out the particular work in question. Landlord’s approval of an Alteration shall not be paid solely deemed to be a representation by Tenant to Landlord prior to commencing that the Alteration complies with Law or will not adversely affect any AlterationsBuilding system.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are reasonably approved by Landlord may condition its consent for and/or Landlord’s Mortgagees and are authorized to do business in the state in which the Building is located and rated not less than Financial Size VII, and with a Financial Strength rating of A in the most recent version of Best’s Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 14.1.a. and requirements, including preparation of all construction plans, drawings and specifications for approval by 14.1.g. above); (b) be in form reasonably satisfactory from time to time to Landlord; the use of contractors (c) name Xxxxxx as named insured thereunder and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiaryloss payee as to Tenant’s property insurance, as their respective interests may appear, and shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds as to Tenant’s commercial liability and umbrella insurance, all as their respective interests may appear; (d) not have a deductible amount exceeding One Hundred Thousand Dollars ($100,000.00), which deductible amount shall be deemed self-insured with full waiver of subrogation; (e) be primary, and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (f) with respect to Tenant’s property policy, include language containing an endorsement that the insurer waives its right to subrogation; (g) intentionally deleted; (h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Xxxxxx agrees to deliver to Landlord, as soon as practicable after the delivery placing of the required insurance, but in no event later than the date Tenant is required to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval obtain such insurance as set forth in Section 17.1 (i) and if Landlord does not so approve14.1 above, in writing, it shall be deemed that Tenant must remove certificates from the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do insurance company evidencing the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end existence of the Lease Termsuch insurance. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality cause replacement certificates to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant delivered to Landlord prior to commencing the expiration of any Alterationssuch policy or policies. If any such initial or replacement certificates are not furnished within the time(s) specified herein, Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense.

Requirements. Landlord may condition its Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsof Landlord, including preparation of all construction plans, drawings and specifications for approval by Landlord; which consent shall not be unreasonably withheld. Notwithstanding the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentforegoing, Tenant may perform an alteration to the interior of the Premises without Landlord's prior written consent provided such alteration (xor the performance thereof) ask Landlord to provide the approval set forth in Section 17.1 does not (i) and if Landlord does not so approveaffect the mechanical, in writingelectrical, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 HVAC, life safety, or other Building operating systems, (ii) affect the structural components of the Building or require penetration of the floor or ceiling of the Premises, (iii) involve the use or disturbance of any Hazardous Material (as hereinafter defined) or (yiv) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement cost more than $20,000.00 in any one instance, and further provided that Tenant can remove gives Landlord prior E-11 written notice of such alteration and further provided that such alteration (and the Alteration at performance thereof) shall otherwise be in compliance with the end provisions of this Article 9 (except for the Lease Termrequirement of Landlord's consent. If Tenant shall obtain proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in evidencing compliance with all lawsapplicable governmental rules, ordinancesregulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, rules naming Landlord, its managing agent and regulation now or hereafter any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in effect and in a manner connection with such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All alteration. Tenant agrees to reimburse Landlord for all out-of-pocket costs and expenses incurred by Landlord in altering, repairing or replacing any portion connection with the review and supervision of the Premisesalteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, Building adequacy, sufficiency or Complex propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord after reasonable review by Landlord of Tenant's then existing creditworthiness, shall deposit with Landlord, prior to the commencement of the alteration, security for the payment and completion of the alteration in connection with approving any Alterations form and amount required by Landlord. Each alteration shall be paid solely performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials established by Landlord for the Building. In addition, each alteration shall be performed in compliance with all applicable governmental and insurance company laws, regulations and requirements. Each alteration shall be performed by Landlord or under Landlord's supervision, and in harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such alteration at Tenant's sole cost and expense in accordance with the provisions of Section 14 of this Lease, which required removal must be specified by Landlord prior when Landlord consents to commencing any AlterationsTenant's requested alterations; provided further, however, that Tenant shall not be required to remove the initial Work installed by Landlord in the Premises pursuant to the Workletter.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “ Plans ”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord Landlord, within twenty (20) days after Landlord’s receipt of Alterationsthe same, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval, which approval shall not be unreasonably withheld, from Landlord for Tenant’s contractor before the commencement of the work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation; (g) As a condition of approval of an alteration (excluding a Non-Structural Alteration), Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; and (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not unduly interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the; Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 19.A but subject to Paragraph 19.E (Assignment and Subletting: Permitted Transfers), and Landlord may, at Landlord’s option. require that said acquiring entity also be named as a Tenant under this Lease; however, a sale of Tenant’s capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a Change in Control Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Xxxxxxxx’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for granting its consent for to any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsassignment, including preparation of all construction planstransfer or subletting, drawings and specifications for approval by Landlord; the use of contractors and subcontractors unless otherwise approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approveits reasonable discretion, in writing, it Landlord shall require: (i) the sublease be deemed a triple net sublease and that Tenant must remove the Alteration unless Landlord later exercises its right basic rent due under Section 17.1 any such sublease be no less than the then current market basic rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the Single Tenant/Single Parcel Initial: security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease beyond the Lease Termination Date or an option to expand the sublet space; and (yiv) condition Tenantthe Tenant shall pay to Landlord, monthly throughout the term of any approved sublease, fifty percent (50%) (or one hundred percent (100%) during the Basic Rent Abatement Period) of all rents and/or additional consideration due Tenant from the assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Paragraph 4.C (Rent: Late Charge) and Paragraph 22 (Bankruptcy and Default); provided, however, that before payment to Landlord of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Xxxxxx to a third party broker not affiliated with Tenant and the costs of the tenant improvements specifically made for said subtenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Xxxxxx’s willingness to do interest in the Alteration on Landlord’s written agreement that Tenant can remove Lease or sublet the Alteration at the end Premises or any portion thereof for any part of the Lease TermTerm hereof. Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 19. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply provide Landlord with the following requirements: (a) Following approval by Landlord a copy of Alterations, Tenant shall give Landlord at least ten days’ prior Notice the assignment and/or other transfer agreement and a copy of commencement the certification of work the change in corporate identity from the Secretary of State in the Premises so that Landlord may post notices case of non-responsibility in an assignment, or upon the Premises as provided by law; (b) The Alterations must use materials a copy of at least equal quality the sublease in the case of a sublease for Xxxxxxxx’s review, and upon Xxxxxxxx’s approval of Xxxxxx’s request to Leasehold Improvements sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Building and Landlord shall have the right to terminate this Lease, in such event this Lease shall be terminated on the date specified in Landlord’s notice of its election to so terminate the Lease; however, if Tenant does not have an uncured default at the Commencement Datetime of its request to sublease and/or before the commencement date of said sublease, Xxxxxxxx agrees that Tenant may sublease up to one hundred percent (100%) of three (3) of the Facebook Leases buildings for a total sublease term of three (3) years for each such sublease, and must be performed in compliance with all lawssuch event, ordinances[***]. In the event Tenant is allowed to assign, rules and regulation now transfer or hereafter in effect and in a manner such that they will not interfere sublet the whole or any part of the Building, with the quiet enjoyment prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing whole or replacing any portion part of the Premises, Building without also having obtained the prior written consent of Landlord. [***] A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or Complex use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent. Landlord shall require Tenant to pay all Landlord expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including, but not limited to, Xxxxxxxx’s costs, fees and expenses for the processing and administration of the consent documentation and Xxxxxxxx’s attorneys’ fees (if any). Landlord shall be paid solely by require Xxxxxx’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior under the Lease. For all such consents required in this Paragraph 19.A, Tenant shall pay to commencing any AlterationsLandlord, the Landlord’s Consent Fees as defined in Paragraph 8.G (Alterations and Additions: Processing and Administration Fees for Consent Documentation). Notwithstanding anything to the contrary herein, under no event will Landlord consent to an assignment or transfer of less than one hundred percent (100%) of the Leased Premises.

Requirements. Landlord Tenant may condition its consent for any Alterations upon Tenant complying from time to time, at its expense with reasonable conditions expense, make such alterations (herein called "Alterations") in and requirementsto the Demised Premises, including preparation of all construction plansexcluding structural changes, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide reasonably consider necessary for the approval set forth conduct of its business in Section 17.1 (i) the Demised Premises, provided and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) upon condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirementsthat: (a) Following approval by Landlord the outside appearance of Alterations, Tenant the Building shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by lawnot be affected; (b) The the Alterations must use materials are to the interior of at least equal quality the Demised Premises and no part of the Building outside of the Demised Premises shall be affected; (c) the proper functioning of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected and the usage of such systems by Tenant shall not be increased; (d) before proceeding with any structural Alteration or any Alteration costing in excess of $25,000.00 per year, in the aggregate, to Leasehold Improvements at complete, Tenant shall submit to Landlord for Landlord's approval plans and specifications for the Commencement Datework to be done, and must be Tenant shall not proceed with such work until it obtains Landlord's approval; (e) Tenant shall pay to Landlord upon demand the reasonable cost and expense of Landlord in (i) reviewing said plans and specifications and (ii) inspecting the Alterations to determine whether the same are being performed in compliance accordance with the approved plans and specifications and all lawslaws and requirements of public authorities, ordinancesincluding, without limitation, the fees of any architect or engineer employed by Landlord for such purpose, however, it is agreed and understood that this provision shall not apply to cosmetic alterations or alterations wholly within the Demised Premises which do not effect the Buildings's structure or its mechanical systems; (f) before proceeding with any Alteration in excess of $100,000 (exclusive of Tenant's initial installations which shall not be subject to this provision) Tenant shall obtain and deliver to Landlord either (i) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New York), each in an amount equal to one hundred twenty five (125%) percent of the cost of the Alteration as estimated by a reputable contractor designated by Landlord and in form satisfactory to Landlord, or (ii) such other security as shall be satisfactory to Landlord; (g) Tenant shall fully and promptly comply with and observe the rules and regulation now or hereafter regulations of Landlord then in effect and in a manner such that they will not interfere force with respect to the quiet enjoyment making of the other tenants in the ComplexAlterations; and (ch) All with respect to Alteration or improvement work costing more than $25,000, in the aggregate, Tenant agrees to pay to Landlord or Landlord's managing agent, as Additional Rent, promptly upon being billed therefor, a sum equal to the actual, commercially reasonable costs and expenses incurred by Landlord in alteringfor indirect costs, repairing or replacing any portion of the Premises, Building or Complex field supervision and coordination in connection with approving such work, which are in excess of Landlord's day to day costs for operating the Building. Tenant agrees that any Alterations shall be paid review or approval by Landlord of any plans and/or specifications with respect to any Alteration and any inspection thereof are solely by for Landlord's benefit, and without any representation or warranty whatsoever to Tenant with respect to Landlord prior to commencing any Alterationsthe adequacy, correctness or efficiency thereof or otherwise.

Requirements. Tenant shall not make any replacement, alteration, ------------ improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its reasonably request in connection with such alteration. Tenant agrees to pay all out-of-pocket costs and expenses incurred by Landlord for review of all such items and supervision of the alteration. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if the cost of the alteration, together with all related alterations, will exceed $100,000 and if requested by Landlord, shall deposit with Landlord prior to the commencement of the alteration, security for the payment and completion of the alteration in form and amount reasonably required by Landlord (not to exceed 50% of the estimated cost of the alteration). Notwithstanding the foregoing, no consent shall be necessary for any Alterations upon Tenant complying at its expense decorative or cosmetic alteration (or related alteration) that (i) costs less than $100,000 (provided such alteration is not part of related alterations which cost, in the aggregate, more than $100,000 ), (ii) does not require the issuance of a building permit, (iii) does not adversely affect the structural elements of the Building or the base Building mechanical, electrical or plumbing systems, the common areas of the Building or the use by other tenants in the Building of their demised premises, (iv) does not affect the architectural aesthetics of the Building or the appearance of any part of the Building outside the Premises and (v) does not involve the introduction or disturbance of any Hazardous Materials (provided that even if Landlord's consent is not necessary for such an alteration, the following provisions of this Section 9A shall apply). Each alteration shall be performed in a good and workmanlike manner, in accordance with reasonable conditions and requirements, including preparation of all construction plans, drawings the plans and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord's employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of Section 15 of this Lease. Notwithstanding anything contained in this Section 9A to the other tenants contrary, if Landlord gives its consent or approval, pursuant to the provisions of this Section 9A, to allow Tenant to make any alterations in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building Landlord agrees to notify Tenant in writing at the time of the giving of such consent or Complex in connection with approving any Alterations shall be paid solely by approval whether Landlord will require Tenant to Landlord prior to commencing any Alterationsremove such alterations at the termination or expiration of this Lease.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work, which approval shall not be unreasonably withheld. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration costing in excess of $100,000.00, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its sole cost and expense with reasonable conditions and requirements, including the preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction as-built drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ ' prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Tenant Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations ------------ upon Tenant complying at its sole cost and expense with reasonable conditions and requirements, including the preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction as-built drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ ' prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Tenant Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord may condition its consent for and/or Landlord’s mortgagees and are authorized to do business in the state in which the Building is located and are rated not less than financial class VII, and not less than policyholder rating A- in the most recent version of Best’s Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 20.1(a) and requirements, including preparation of all construction plans, drawings and specifications for approval by 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, at Landlord’s request, Landlord’s mortgagees, ground lessors (if any) and managers of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) not have a deductible amount exceeding Ten Thousand Dollars ($10,000.00), which amount shall be deemed self-insured with full waiver of subrogation); (e) specifically provide that the use insurance afforded by such policy for the benefit of contractors Landlord and subcontractors approved Landlord’s mortgagees and ground lessors shall be primary, and any insurance carried by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing; (f) contain an endorsement that the delivery insurer waives its right to subrogation as described in Section 22 below; (g) contain an undertaking by the insurer to notify Landlord (and the mortgagees and ground lessors of performance and payment bonds showing Landlord who are named as additional insureds) in writing not less than thirty (30) days prior to any cancellation or other termination thereof; (h) contain a beneficiarycross liability or severability of interest endorsement; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, be in writing, it amounts sufficient at all times to satisfy any coinsurance requirements thereof. Each such policy shall also provide that any loss otherwise payable thereunder shall be deemed that payable notwithstanding (i) any act or omission of Landlord or Landlord Indemnified Parties or Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (yiv) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end any change in title or ownership of the Lease TermPremises. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expenseagrees to deliver to Landlord, and strictly comply with in no event later than the following requirements: earlier of (ai) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with Date or (ii) the date Tenant takes possession of all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with the foregoing provisions of this Section 20. Tenant shall cause replacement policies or Complex in connection with approving certificates to be delivered to Landlord not less than ten (10) business days prior to the expiration of any Alterations such policy or policies. If any such initial or replacement certificates are not furnished within the time(s) specified herein, Tenant shall be paid solely by Tenant deemed to be in material default under this Lease without the benefit of any additional notice or cure period provided in Section 23.1 below, and Landlord prior shall have the right, but not the obligation, to commencing any Alterationsprocure such policies and certificates at Tenant’s expense.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof without first obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Any such alterations, additions, or improvements in, on, or to said Premises, except for any Alterations upon Tenant complying at its expense with reasonable conditions Tenant's movable furniture and requirementsequipment, including preparation of all construction plansshall immediately become Landlord's property and, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Tenant. Tenant In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall obtain all necessary permits for any Alterations as its be made by Tenant, at Tenant's sole obligation cost and expense, in accordance with plans and strictly comply specifications approved by Landlord, and any contractor or person selected by Tenant to make the same must first be approved in writing by Landlord. In the event Landlord consents, Xxxxxxxx agrees to reasonably cooperate with Xxxxxx in obtaining all necessary building permits and approvals. If the following requirements: (a) Following approval alterations, additions or improvements shall be made by Landlord of Alterationsfor Tenant's account, Tenant shall give reimburse Landlord at least ten days’ prior Notice for the cost thereof within twenty (20) days after receipt of commencement a statement, setting forth the actual cost of work in such alterations, additions or improvements. In any event, Tenant shall pay Landlord an administrative charge of fifteen percent (15%) of the actual cost of such alterations, additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Tenant shall remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall repair and restore the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datetheir original condition, subject to ordinary wear and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.tear. Such

Requirements. Except as otherwise provided herein, Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "alteration") without the prior written consent of Landlord. In the event Tenant proposes to make any alteration (other than a Permitted Alteration as defined below), Tenant shall, prior to commencing such alteration, submit to Landlord may condition its consent for any Alterations upon Tenant complying prior written approval: (i) detailed plans and specifications; (ii) copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all Governmental Requirements necessary to perform such alteration (other than Governmental Requirements relating to portions of the Property outside the Premises which are not directly affected by the alteration at issue, which permits shall be obtained by Landlord at its expense in a prompt manner); (iv) certificates of insurance in form and amounts reasonably required by Landlord, naming Landlord and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant shall not be obligated to pay to Landlord any fees or charges for review of such items and supervision of the alteration except that after completion of the Improvements (as defined in Exhibit "E" attached hereto and incorporated herein) Tenant shall reimburse Landlord for any actual and reasonable conditions out-of-pocket expenses incurred by Landlord in connection therewith. Neither approval of the plans and requirementsspecifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of each alteration. Within sixty (60) days after completion of any alteration (including preparation any Permitted Alteration and any improvements done by Tenant pursuant to Exhibit "E" attached hereto and incorporated herein), Tenant shall deliver to Landlord a detailed break-down of all construction planscosts of such alteration. Each alteration shall be performed in a good and workmanlike manner, drawings in substantial accordance with the plans and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules applicable Governmental Requirements and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations insurance company requirements. Each alteration shall be paid solely performed by Tenant to Landlord prior to commencing any AlterationsTenant's contractors in harmony with Landlord's employees, contractors and other tenants.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof which would require a building permit without the prior written consent of Landlord, which shall not be reasonably withheld, conditioned or delayed. Any such alterations, additions, or improvements in, on, or to said Premises, except for any Alterations upon Tenant complying at its expense with reasonable conditions Tenant's movable furniture and requirementsequipment, including preparation of all construction plansshall immediately become Landlord's property and, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Tenant. Tenant In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall obtain all necessary permits for any Alterations as its be made by Tenant, at Tenant's sole obligation cost and expense, in accordance with plans and strictly comply with specifications approved by Landlord, and any contractor or person selected by Tenant to make the following requirements: (a) Following approval same must first be approved in writing by Landlord. If the alterations, additions or improvements shall be made by Landlord of Alterationsfor Tenant's account, Tenant shall give reimburse Landlord at least ten days’ prior Notice for the cost thereof within twenty (20) days after receipt of commencement a statement, setting forth the actual cost of work in such alterations, additions or improvements. In any event, Tenant shall pay Landlord an administrative charge of fifteen percent (15%) of the actual cost of such alterations, additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Tenant shall remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall repair and restore the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datetheir original condition, subject to ordinary wear and must tear. Such removal, repair and restoration work shall be performed in compliance done promptly and with all laws, ordinances, rules due diligence at Tenant's sole cost and regulation now or hereafter expense. The provisions of this Section 12 shall not apply to the initial Tenant Improvements described in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant Exhibit C to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Landlord (A) All coverages in the Insurance Policies shall be primary and any coverage Purchaser may condition have in any of its consent own insurance policies shall not be considered contributory. (B) Contractor shall: (a) forthwith upon receipt of the Form and upon the renewal of any Insurance Policy, provide to Purchaser certificates of insurance for any Alterations upon Tenant complying at its expense with reasonable conditions all Insurance Policies showing Contractor and requirements, including preparation Purchaser as insured persons where required and showing required waivers of all construction plans, drawings subrogation and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval coverage set forth in Section 17.1 this Schedule A. Such coverage shall include all Contractor’s employees and their equipment and vehicles used at Purchaser’s premises in connection with this Service Order, if any. Either such certificates will show all Contractor Parties as insured persons or Contractor will obtain certificates for the same required insurance from its Contractor Parties (i) including all required hold harmless agreements and if Landlord does not so approvewaivers of subrogation), and provide same to Purchaser. The certificates will show that all insurers shall give Purchaser prior written notice of cancellation or material amendment of any Insurance Policy. Should Contractor fail to take out and maintain said Insurance Policies or provide said certificates of insurance as and when required by this Service Order, Contractor will indemnify and hold harmless Purchaser for any loss suffered or incurred by Purchaser resulting from any shortfall in writing, it insurance; and Purchaser shall be deemed that Tenant must remove entitled, at its discretion, to withhold any payments owing to Contractor until such time as Contractor provides the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end required certificates of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; insurance; (b) The Alterations must use materials promptly notify Purchaser of at least equal quality any proposed amendment or any pending or actual non-renewal of any of the Insurance Policies which reduces the insurance coverage provided thereunder to Leasehold Improvements at the Commencement Dateless than what has been stipulated in this Schedule A, and must be performed shall not agree to any such amendment or non-renewal without first obtaining the approval in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment writing of the other tenants in the ComplexPurchaser; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion ensure that all conditions of the PremisesInsurance Policies are complied with at all times; (d) not do or omit to do anything which might impair the cover under the Insurance Policies or prejudice any claim thereunder and as soon as practical, Building or Complex notify Purchaser of any occurrence at Purchaser’s premises of which it is aware that may give rise to a claim under any Insurance Policy and thereafter keep Purchaser informed of developments concerning the claim; (e) promptly notify Purchaser if the insurer gives notice of cancellation in connection with approving respect of any Alterations shall be paid solely by Tenant to Landlord prior to commencing Insurance Policy; and (f) immediately notify Purchaser of any Alterationsevent which may result in any of the Insurance Policies being cancelled.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval a. You agree to abide by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end then-current “Rules of the Lease TermRoad” posted on Epic’s user web site, which apply to the Care Everywhere Network. Tenant shall obtain all necessary permits for any Alterations The current Rules of the Road are attached as its sole obligation Exhibit A to this Addendum and expense, and strictly may be revised as provided in the Rules of the Road. Failure to comply with the following requirements:Rules of the Road may result in Epic (or the Governing Council, as explained in Section 3) taking appropriate action consistent with the policies and procedures of the Rules of the Road, and You agree to accept any determination made or action taken by Epic or the Governing Council pursuant to this Addendum or the Rules of the Road, as applicable, concerning violations of this Addendum or the Rules of the Road. (a) Following approval by Landlord of Alterationsb. If You use Care Everywhere, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work You agree that, except as provided in the Premises so Rules of the Road, You will not restrict any other Care Everywhere Customer who follows the above-mentioned Rules of the Road from obtaining any of the patient information available through Care Everywhere. c. You may not make any modifications to any of the Code for Care Everywhere or to any Epic- released records related to Care Everywhere, which includes without limitation, restricting any other Care Everywhere Customer from obtaining any of the patient information available through Care Everywhere. d. Use of Care Everywhere with a Non-Network Connection requires that Landlord may post notices of nonYou have enabled and are using the functionality that allows You to respond to Care Everywhere queries for patient information from other Care Everywhere Customers. e. You understand it is Your responsibility (and not Epic’s) to determine and establish, along with each Non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement DateNetwork Connection, under what circumstances, standards, and must terms patient information will be performed in exchanged with that Non-Network Connection. In addition, You agree to be responsible for compliance with all lawsthe laws applicable to You (including implementing HIPAA compliant privacy and security measures) regarding the use, ordinancesdisclosure, rules and regulation now or hereafter exchange of patient information with Your Non-Network Connections. If, in effect and the future, there is a network that permits a Non-Network Connection to connect to the Care Everywhere Network, then You understand that participation in a manner such that they will not interfere with network would be subject to the quiet enjoyment then-current Rules of the Road and may require that You and the Non-Network Connection enter into a separate agreement with Epic. f. You agree to implement security and access measures with respect to Your communication infrastructure for Care Everywhere, including access to the communication servers and the digital certificates used to validate You as a Care Everywhere Customer, that are HIPAA compliant. In addition, You understand that Care Everywhere includes certain privacy, security, and authorization configuration settings such as user privileges, restricted department, and authorization requirement settings, as well as other tenants configuration settings, that need to be configured based on Your workflows and implementation of the Program Property, and You agree to review the available configuration settings in the Complex; and (c) All costs current and expenses incurred by Landlord subsequent versions of Care Everywhere, determine the appropriate settings for Your use of Care Everywhere, and then configure and test Care Everywhere in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsYour system.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying shall, at its expense expense, comply with, or cause to be complied with, all insurance requirements imposed by insurers providing insurance to Tenant hereunder, and all current and future laws, statutes, ordinances and regulations of federal, state, county and, municipal authorities including, but not limited to, the Americans With Disabilities Act (collectively, "Laws"), the Covenants and Agreements and those to which the Premises or this Lease is later made in accordance with reasonable conditions this Lease, which shall impose any duty or obligation on the Premises or the owner thereof including, but not limited to, a duty to construct additional improvements or modify the Improvements or with respect to the conduct of Tenant's business therein to the extent the last date for mandatory compliance falls within the Term; provided, however, in the event of a required compliance with laws if two (2) years or less remain in the Term and requirementsthe cost of a mandated improvement or alteration (competitively bid) exceeds the sum of One Hundred Thousand and No/100 Dollars ($100,000.00), including preparation Tenant may, unless nullified by Landlord as provided in Section 13.2 hereof, terminate the Lease effective upon ninety (90) days notice to Landlord and in the event of such termination shall have no obligation to construct such additional improvements or modify the Improvements to comply with such laws. Tenant shall, together with its notice of termination, provide Landlord with copies of all construction plans, drawings bids secured by Tenant to perform such improvement or alteration and any plans or specifications prepared by or for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and have the right at Tenant's own expense, to object to and strictly comply appeal from any administrative or judicial decision requiring compliance and Landlord shall cooperate at Tenant's expense with any such appeal and/or objection by Tenant. In the event compliance shall require improvements or alterations to the Premises during the Term and Tenant is obligated to perform the same as provided for in this Section 13.1, Tenant shall, at Tenant's sole expense, construct such improvements in accordance with the following requirements: (a) Following approval by Landlord provisions for Tenant's alterations contained in Article IX of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Except as provided below, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any subletting, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any Alterations such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant complying at its expense with reasonable conditions under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and requirements(iv) the Tenant shall pay to Landlord, including preparation monthly throughout the term of each approved sublease, fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, drawings and specifications for approval by Landlord; the use however, that before sharing of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationssuch Excess Rent, Tenant shall give Landlord at least ten days’ prior Notice first be entitled to recover from such Excess Rent the amount of commencement of work the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, in the Premises so that Landlord may post notices of non-responsibility in event Tenant subleases all or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the PremisesPremises during the first year of the Lease Term (scheduled for the period of 04/01/06 through 03/31/07) (“First Year Period”), Building or Complex in connection with approving any Alterations one hundred percent (100%) of all rents Initial: [Illegible] Multi Tenant/Single Parcel Page 17 of 30 BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 and/or additional consideration due Tenant from its subtenants during the First Year Period shall be paid solely payable by Tenant to Landlord and Tenant agrees that during said First Year Period Tenant shall not enter into any sublease whereby the subtenant receives free and/or reduced rent during the first twelve (12) months of the sublease term. Tenant shall, by fifteen (15) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within twenty (20) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said twenty (20) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to commencing a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any Alterationsother person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease.

Requirements. Landlord may condition its consent State Street shall not establish, or permit the ------------ establishment of, any NCT Investment Option unless such NCT Investment Option is registered under, or qualifies for any Alterations upon Tenant complying an exemption in accordance with, applicable securities laws (including state securities laws) or unless such NCT Investment Option is otherwise not subject to such laws, as determined in the reasonable judgment of State Street, based on written advice of outside counsel reasonably acceptable to ABRA. Each NCT Investment Option, and each Closed Option that would be an NCT Investment Option if it were not closed (as of the Renewal Date, the Real Estate Option), shall be maintained in accordance with all applicable employee benefits, securities, banking and insurance laws and regulations by the Investment Manager, the issuer of such NCT Investment Option or Closed Option, or other appropriate party responsible for, or involved in, the offering or maintaining of such NCT Investment Option or Closed Option. Each Investment Manager appointed pursuant to Section 3.03 shall (a) be qualified at its expense all times under the terms of the Trusts to serve as an Investment Manager, (b) be deemed an investment manager under Section 3(38) of ERISA, (c) be a "qualified professional asset manager" as described in Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor, (d) acknowledge in writing that it is a fiduciary with respect to the Plans and Trusts within the meaning of Section 3(21)(A) of ERISA, (e) agree to conform and have the capability to conform to State Street's reasonable conditions administrative standards regarding the operation of the Trusts, reporting, withdrawals, payment of benefits and requirementsother similar matters and (f) agree to indemnify ABRA and State Street (to the reasonable satisfaction of each party) for losses, damages and expenses (including preparation attorneys' fees) incurred in connection with a claim or proceeding resulting from or arising out of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 Investment Manager's (i) and if Landlord does not so approvenegligence, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) reckless or intentional act or omission, (yiii) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end violation of applicable law, (iv) violation of fiduciary duty (including fiduciary duty under ERISA) and (v) violation of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsInvestment Manager Agreement.

Requirements. Landlord may condition its consent for The Consultant must strictly comply with (and ensure that all Recipients of Confidential Information strictly comply with): clause 15; and all other Confidential Information and Sensitive and Classified Information security procedures, security processes and information security requirements notified by the Contract Administrator (including any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiarySeparation Arrangements); and the delivery Consultant must not: copy or otherwise reproduce in any form or medium the contents of the Confidential Information or Sensitive and Classified Information (or any part of it) or otherwise cause, permit or allow the Confidential Information or Sensitive and Classified Information (or any part of it) to Landlord be copied or reproduced in any form or medium; or disclose, use or deal with, the Confidential Information or Sensitive and Classified Information (or any part of duplicate originals it) or otherwise cause, permit or allow the Confidential Information or Sensitive and Classified Information (or any part of it) to be disclosed, used or dealt with, for any purpose other than performing the Services. If the Consultant wishes to copy, reproduce, disclose, use or deal with the Sensitive and Classified Information for the purpose of carrying out the Services, it must notify the Contract Administrator, providing details of the proposed copying, reproduction, disclosure, use or dealing with the Sensitive and Classified Information (or any part of it) (including all names, addresses and current security clearances of all marked construction drawingsproposed Recipients). In requesting Landlord’s consentWhere a request for copying, Tenant may reproduction, disclosure, use or dealing is made under paragraph (xb), the Contract Administrator will notify the Consultant that the Principal (in its absolute discretion) ask Landlord either: grants permission, whether with or without such conditions as the Principal thinks fit (including conditions requiring the Recipient of Sensitive and Classified Information (or any part of it) to provide properly apply for, obtain and hold a current security clearance level at or above the approval set forth level/s specified by the Principal in Section 17.1 the Contract Particulars before the Recipient is issued with the Sensitive and Classified Information (ior any part of it) and if Landlord does not so approveat all times during the Recipient’s access to the Sensitive and Classified Information or to enter into a deed in a form approved by the Principal); or refuses permission. If the Principal grants permission under paragraph (c), in writing, it shall be deemed that Tenant the Consultant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with any conditions under paragraph (c). The Consultant must: ensure: the following requirements: Confidential Information (aor any part of it); and all documents, materials, media, information technology environments and all other things on or in which the Confidential Information (or any part of it) Following approval may be or is recorded, contained, set out, referred to, stored, processed or communicated (including via electronic or similar means), are strictly kept: secure and protected at all times from all unauthorised use, access, configuration and administration (or similar); and otherwise in accordance with all Separation Arrangements; and ensure: the Sensitive and Classified Information (or any part of it); and all documents, materials, media, information technology environments and all other things on or in which the Sensitive and Classified Information (or any part of it) may be or is recorded, contained, set out, referred to, stored, processed or communicated (including via electronic or similar means), are strictly kept: at locations in Australia only (unless the Consultant and any Recipient is listed on the ASD Certified Cloud Services List or is otherwise approved in writing by Landlord of Alterations, Tenant shall give Landlord the Principal (in its absolute discretion)); in information technology environments which are accredited or certified by the Principal (in its absolute discretion) at least ten days’ prior Notice of commencement of work or above the level/s specified by the Principal in the Premises so that Landlord may post notices of non-responsibility in Contract Particulars: before the Consultant (or upon Recipient) was issued with the Premises as provided by law; Sensitive and Classified Information; and at all times during the Consultant's (bor Recipient’s) The Alterations must use materials of at least equal quality access to Leasehold Improvements at the Commencement DateSensitive and Classified Information, and must be performed are not introduced into or kept in compliance any information technology environment that is accredited or certified at a lower level; for caveated or compartmented information (or any part of it) forming part of the Sensitive and Classified Information, in information technology environments which are specifically accredited or certified by the Principal (in its absolute discretion) at or above the level/s specified by the Principal in the Contract Particulars required for such caveated or compartmented information (or any part of it): before the Consultant (or Recipient) was issued with such caveated or compartmented information (or any part of it); and at all times during the Consultant's (or Recipient’s) access to such caveated or compartmented information (or any part of it), and are not introduced into or kept in any information technology environment that is accredited or certified at a lower level; secure and protected at all times from all unauthorised use, access, configuration and administration (or similar); without limiting subsubparagraph F, secure and protected at all times from all use, access, configuration and administration (or similar) from any location outside of Australia; in accordance with all lawsPrincipal requirements and policies, ordinancesStatutory Requirements and other requirements which are applicable to the Services (including the Australian Government Protective Security Policy Framework, rules the Australian Government Physical Security Management Protocol, the Australian Government Personnel Security Management Protocol, the Australian Government Information Security Manual and regulation now or hereafter in effect the Defence Security Principles Framework); and in a manner such that they will not interfere accordance with all Separation Arrangements; and immediately: to the quiet enjoyment maximum extent possible, detect all actual or potential Confidential Information Incidents and Sensitive and Classified Information Incidents; notify the Contract Administrator if it becomes aware of any actual or potential Confidential Information Incident or Sensitive and Classified Information Incidents; and take all steps necessary to prevent, end, avoid, mitigate or otherwise manage the other tenants in adverse effect of any actual or potential Confidential Information Incident or Sensitive and Classified Information Incident, (together the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any AlterationsConfidential Information Requirements).

Requirements. Tenant shall not make any addition, alteration, improvement to the Premises (or remove same from the Premises) without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed), including, without limitation, any tenant improvement work which Tenant desires to make for Tenant’s initial occupancy of the Premises, or any alteration to the Premises which Tenant desires to make after Tenant’s initial occupancy of the Premises. Any tenant improvement, alteration, replacement or removal work which Tenant desires to perform in or for the Premises is hereinafter called “Tenant’s Work”. In the event Tenant proposes to perform any Tenant’s Work, Tenant shall, prior to commencing such Tenant’s Work, submit to Landlord for prior written approval: (i) initial detailed plans and specifications (and Tenant shall thereafter submit to Landlord for approval, any and all proposed changes to such plans and specifications or Tenant’s Work); (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) a detailed cost estimate, certified by the architect who prepared the plans and specifications; (iv) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (v) certificates of insurance in form and amounts reasonably required by Landlord, naming the Landlord Parties as additional insureds; and (vi) all other documents and information as Landlord may condition its reasonably request in connection with such Tenant’s Work. Notwithstanding the foregoing to the contrary, Landlord’s consent and the foregoing submittals shall not be required for any Alterations upon Tenant’s Work (“Cosmetic Work”) that: (i) is of a cosmetic nature such as painting, wallpapering, and installing carpeting; (ii) will not affect the electrical, mechanical (HVAC), plumbing, life safety or other systems or structure of the Building; and (iii) does not require work to be performed inside the walls or above the ceiling of the Premises; provided, however, that the performance of Cosmetic Work shall remain subject to all of the other provisions of this Section 10. If requested by Landlord (but only if the cost of Tenant’s Work will exceed $25,000), Tenant complying at its expense shall deposit with reasonable conditions Landlord prior to the commencement of any Tenant’s Work, security for the payment and requirementscompletion of such Tenant’s Work in form and amount required by Landlord. Tenant shall pay to Landlord within thirty (30) days after billing, including preparation an amount equal to the sums paid by Landlord for third party examination of all construction plans, drawings Tenant’s plans and specifications for any Tenant’s Work (excluding Cosmetic Work). Landlord’s approval of any Tenant’s Work shall not constitute a representation by Landlord; Landlord that such Tenant’s Work complies with applicable Laws or will be adequate for Tenant’s use. All Tenant’s Work shall be performed in a good and workmanlike manner, in accordance with the use of contractors plans and subcontractors specifications approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; aforesaid, and shall meet or exceed the delivery to standards for construction and quality of materials established by Landlord of duplicate originals of all marked construction drawingsfor the Building. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition All Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant Work shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules applicable Laws and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsinsurance requirements.

Requirements. Landlord may condition its consent for Notwithstanding the above, the Lending Entities shall not be obliged to meet any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsDrawdown Request if (i) it has not been completed pursuant to the procedure established in Stipulation 6.1; (iii) no Termination Events have occurred that have not been remedied or consented to by the Lending Entities or which have occurred as a result of delivering the funds; or (iv) the Borrower’s declarations contained in Stipulation 21 that, including preparation according to the terms of all construction planssubsection 21.2, drawings and specifications for approval by Landlord; had to be valid on the use date of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord the funds, were not accurate with regard to all their material aspects or ceased to be exact as a beneficiaryresult of this delivery; and (iv) failure to pay commissions included in the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide Commission Letter signed on the approval Novation Signing Date // in accordance with the provisions set forth in Section 17.1 Clause 17.4 below, and costs and expenses incurred from preparing and negotiating the Novation Agreement, excluding expenses incurred from legal assessors of Lending Entities, at the same time as the first Drawdown of the Loan was delivered (ior related to it) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 Sub-Tranche B1; (iiv) a Substantial DTN Adverse Effect has occurred; or (yvi) condition Tenant’s willingness failure to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation receive documents and expense, and strictly comply with conditions indicated below in the following requirements:satisfactory form and content required by the Agent. (a) Following approval by Landlord Corporate documentation of Alterations, Tenant shall give Landlord at least ten days’ prior Notice the Borrower and the Guarantors: (i) copies of commencement proxies of work people who sign the Novation Agreement and the Guarantor’s Deeds of Accession mentioned in the Premises so that Landlord may post notices of previous Sub-Tranche and duly made public (and, where appropriate, registered at the corresponding Commercial Registry Office) with regard to Spanish companies, or granted before a foreign notary and legalised with regard to non-responsibility Spanish companies (except in or upon the Premises as provided by lawcase of Telvent Export whose powers must be supplied within a term of three working days following the Novation Signing Date); (bii) The Alterations must use materials copies of at least equal quality updated statutes of both the Borrower and Spanish Guarantors certified by their corresponding directors or secretaries or, where appropriate, a copy of the Articles of Incorporation deed and all those that contain any subsequent changes to Leasehold Improvements at such statutes (certified by their corresponding directors or secretaries); and, with regard to foreign Guarantors, equivalent documentation pursuant to the Commencement DateSpanish law, which is applicable to them (except in the case of documents of Telvent Farradyne, Telvent USA, Telvent Traffic and Telvent Canada, which must be performed delivered within the term set forth in compliance section 22.2.29 below); (iii) with all lawsregard to Spanish Guarantors with Limited Companies, ordinanceswhose director or direct partner is the Borrower, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment copy of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion agreements of the PremisesGeneral Partners’ Meeting approving the granting of the Novation Agreement or, Building where appropriate, copies of certificates issued by their corresponding directors or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationssecretaries which confirm that the Borrower is neither director nor direct partner of such Guarantors.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration other than a Minor Alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above, which approval shall not be unreasonably withheld and which Landlord shall approve or disapprove within ten (10) business days after submission; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work, which approval shall not be unreasonably withheld and which Landlord shall approve or disapprove within ten (10) business days after Tenant’s request. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration other than a Minor Alteration, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not unreasonably interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an "Alteration") without the prior written consent of Landlord, which consent shall not be unreasonably withheld unless such Alteration affects the structure or systems of the Building or affects any other tenant's premises. In the event Tenant proposes to make any Alteration, Tenant shall, prior to commencing such Alteration, submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord, its managing agent, and any other parties designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such Alteration. Tenant agrees to pay Landlord's reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the Alteration. Neither approval of the plans and specifications for approval nor supervision of the Alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such Alteration with applicable law. Tenant shall pay the entire cost of the Alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the Alteration, security for the payment and subcontractors completion of the Alteration in form and amount required by Landlord. Each Alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each Alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all lawsapplicable governmental laws and regulations and insurance company requirements. Each Alteration shall be performed by Landlord or under Landlord's supervision, ordinances, rules and regulation now or hereafter in effect and in a manner harmony with Landlord's employees, contractors and other tenants. Each Alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant's furniture, equipment and trade fixtures) shall become Landlord's property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere Alteration at Tenant's sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred Section 15 of this Lease, which required removal shall be specified by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant when Landlord consents to Landlord prior to commencing any Tenant's requested Alterations.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are reasonably acceptable to Landlord and/or Landlord’s mortgagees and are authorized to do business in the state in which the Building is located and rated not less than financial class X, and not less than policyholder rating A in the most recent version of Best’s Key Rating Guide (provided that, in any event, the same insurance company shall provide the coverages described in Sections 20.1(a) and 20.1(d) above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Zanker Investment Group, LLC (Landlord) and at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insured thereunder, all as their respective interests may condition appear; (d) shall not have a deductible amount exceeding Five Thousand Dollars ($5,000.00), which deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insured shall be primary, and any insurance carried by Landlord or any other additional insured shall be excess and non-contributing; (f) with respect to the coverage required under 20.1(a), contain an endorsement that the insurer waives its consent for right to subrogation as described in Section 22 below; (g) require the insurer to notify Landlord (and any Alterations upon other additional Insured) in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation or other termination thereof; (h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. To the extent reasonably obtainable, each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant complying at its expense with reasonable conditions and requirementswhich might, including preparation absent such provision, result in a forfeiture of all construction plansor a part of such insurance payment, drawings and specifications for approval by Landlord; (ii) the occupation or use of contractors and subcontractors approved the Premises for purposes more hazardous than permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by any mortgagee pursuant to any provision of the mortgage upon the happening of a default thereunder, or (iv) any change in title or ownership of the Premises. Tenant agrees to deliver to Landlord; , as soon as practicable after the delivery placing of performance and payment bonds showing Landlord the required insurance, but in no event later than the date Tenant is required to obtain such insurance as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 20.1 above, certified copies of each such insurance policy (ior certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with -the foregoing provisions of this Section 20). Tenant shall cause replacement policies or certificates to be delivered to Landlord not less than thirty (30) and if Landlord does days prior to the expiration of any such policy or policies. If any such initial or replacement policies or certificates are not so approvefurnished within the time(s) specified herein, in writing, it Tenant shall be deemed that Tenant must remove to be in material default under this Lease without the Alteration unless benefit of any additional notice or cure period provided in Section 23.1 below, and Landlord later exercises its right under Section 17.1 (ii) or (y) condition shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Alterations, Section 12.1 above; (c) Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord for Tenant’s contractors before the commencement of any work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. All policies required of Tenant shall be written by an insurer satisfactory to Landlord. Such policies shall name Landlord and the Senior Interest Holders (as hereinafter defined) of which Tenant has notice as additional insureds. Prior to the date Tenant enters the Premises, but in no event later than sixty (60) days after the execution of this Lease, Tenant shall deliver to Landlord copies of policies or certificates evidencing the existence of the amounts and forms of coverage required (or, in the event of self-insuring as permitted in Section 20.1(iv) hereof only, evidence of the net worth of Tenant or a Person providing a guaranty of this Lease to Landlord of not less than $10,000,000). No such policy shall be cancelable or reducible in coverage except after thirty (30) days' prior written notice to Landlord. Tenant shall, within thirty (30) days prior to the expiration of any such policies, furnish Landlord with renewals, certificates of insurance, or "binders" thereof, and, if Tenant fails to do so within ten (10) days following notice of such failure, then, upon an additional notice to Tenant, Landlord may condition its consent order such insurance and charge the cost thereof to Tenant as Additional Rent. If Landlord obtains any insurance that is the responsibility of Tenant under this Article 20, Landlord shall deliver to Tenant a statement setting forth the cost of any such insurance and showing in reasonable detail the manner in which it has been computed, and, if obtainable, a certificate of insurance naming Tenant as the insured or as an additional insured. Tenant's obligation to carry insurance provided for in this Article 20 may be satisfied by inclusion within the coverage of any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsblanket policy or policies of insurance carried or maintained by Tenant, including preparation provided that the coverage required herein will not be reduced or diminished by reason of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery such blanket policies of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsinsurance.

Requirements. Landlord may condition its consent for any Alterations upon All construction and installation of the Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it Improvements shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of commencement of work in the Premises construction of the Tenant Improvements so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials All Tenant improvements shall be constructed in a skillful and workmanlike manner, consistent with the best practices and standards of at least equal quality to Leasehold Improvements at the Commencement Dateconstruction industry, and pursued with diligence in accordance with the Approved Construction Plans and in full accord with all applicable laws, regulations and ordinances, including without limitation, the ADA. All material, equipment, and articles incorporated in the Tenant Improvements are to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (c) The Contractor shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation insurance in the amounts specified in Article 9 of the Lease, and builder’s risk and course of construction insurance in an amount not less than the total Tenant Improvement Costs. Tenant shall provide Landlord with certificates of insurance evidencing such insurance coverage by Contractor prior to commencing the construction of the Tenant Improvements. Landlord and any other party in interest designated by Landlord shall be named as an additional insured on the commercial general liability policy, and Landlord shall be named as the loss payee on the builder’s risk and course of construction insurance. (d) Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the Tenant Improvement Costs, guarantying the completion of the Tenant Improvements free and clear of all liens and other charges in accordance with the Approved Construction Plans. Such bonds shall name Landlord as beneficiary; (e) Construction of the Tenant Improvements must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they it will not interfere with the quiet enjoyment of the other tenants in the Complex; and; (cf) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Construction of the Premises, Building or Complex in connection with approving any Alterations shall Tenant Improvements must be paid solely by Tenant to Landlord prior to commencing any Alterationscompleted during calendar year 2000.

Requirements. Tenant shall not make any Tenant’s Changes which shall have a cost in excess of $25,000 in any one instance or which shall constitute Structural or Exterior Changes without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and uncontrolled discretion as to any Structural or Exterior Change, and which consent shall not be unreasonably withheld, conditioned or delayed in relation to approval for other Tenant’s Changes. With respect to any Tenant’s Change, Tenant shall, at least ten (10) days prior to commencing any such change, deliver to Landlord may condition its consent a statement describing with precision and in detail the proposed change. In addition, for any Alterations upon Tenant’s Change requiring Landlord’s consent as set forth in the first sentence of this Section 12.02, Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, shall deliver drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery therefor to Landlord of duplicate originals of all marked construction drawingsfor its written approval prior to commencing any such change. In requesting LandlordAll Tenant’s consent, Tenant may (x) ask Landlord to provide Changes shall be performed in accordance with the approval set forth in Section 17.1 following terms and conditions: (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits and approvals required under applicable Laws for the performance of Tenant’s Changes; (ii) Tenant shall perform Tenant’s Changes in a good and workmanlike manner and, if such changes require Landlord’s consent, strictly in accordance with the drawings and specifications previously approved by Landlord; (iii) Tenant shall perform Tenant’s Changes which are Structural Changes and Exterior Changes only by using contractors approved in writing by Landlord, provided, however that at Landlord’s option, Landlord shall have the right to perform any Alterations as Structural or Exterior Changes on Tenant’s behalf with contractors of Landlord’s choosing, provided that the costs of such contractors shall be competitive with the costs of contractors performing similar work in similar buildings in Bridgewater, New Jersey; (iv) Tenant shall, at its sole obligation cost and expense, carry, or cause to be carried, (i) worker’s compensation insurance in statutory limits covering all persons employed in connection with Tenant’s Changes, (ii) personal injury liability and strictly comply property damage insurance in the aggregate sum of Five Million Dollars ($5,000,000) per occurrence, (iii) Builder’s risk insurance, completed value form with replacement cost endorsement, in an “agreed amount” sufficient to avoid any coinsurance; and (iv) such other insurance and in such amounts, as Landlord shall deem reasonably necessary; (v) Tenant shall obtain waivers of lien from all contractors, laborers and materialmen and shall discharge or bond, in accordance with the following requirements:provisions of Section 12.04, any liens filed against the Premises or the Building; (avi) Following Tenant shall perform Tenant’s Changes in such a manner as shall not interfere with the construction, use or enjoyment of the remainder of the Building; (vii) Tenant shall pay to Landlord, within ten (10) days of request therefor, the actual, reasonable, third party out-of-pocket costs incurred by Landlord in connection with Landlord’s review of Tenant’s drawings and specifications for Tenant’s Changes; no review or approval by Landlord of AlterationsTenant’s drawings and specifications shall constitute any representation or warranty by Landlord as to the adequacy, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datecorrectness, and must be performed in efficiency, compliance with all laws, ordinances, rules Laws or any other aspect of such drawings and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complexspecifications; and (cviii) All costs except to the extent arising from Landlord or Landlord’s agents, employees or contractor’s negligence or willful misconduct, Tenant shall hold harmless, indemnify and expenses incurred by defend Landlord from and against any and all Liabilities arising from or relating to Tenant’s Changes. (ix) If in alteringconnection with Tenant’s Changes, repairing or replacing Tenant shall need to make any portion of roof penetrations whatsoever to the Premises, Building or Complex Tenant shall utilize Landlord’s roofing contractor (which Landlord hereby advises Tenant is necessary in connection with approving any Alterations shall be paid solely by Tenant order to Landlord prior to commencing any Alterationspreserve Landlord’s roof warranty).

Requirements. Landlord may condition its consent for Other than commitments made that involve no future costs to any Alterations upon Tenant complying at its expense with reasonable conditions of the Acquired Corporations or any Acquired Corporation Affiliate, no Acquired Corporation, and requirementsno Acquired Corporation Affiliate, including preparation of all construction planshas ever represented, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord promised or contracted (whether in oral or written form) to any Acquired Corporation Employee (either individually or to Acquired Corporation Employees as a beneficiary; and group) or any other Person that any such Acquired Corporation Employee or other Person would be provided with retiree life insurance, retiree health benefits or other retiree employee welfare benefits, except to the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may extent required by applicable Legal Requirements. (xm) ask Landlord to provide the approval Except as set forth in Section 17.1 Part 2.15(m) of the Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution or delivery of this Agreement nor the consummation of any of the Contemplated Transactions will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Acquired Corporation Employee Plan, Acquired Corporation Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration of any right, obligation or benefit, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Acquired Corporation Employee. (n) Except as set forth in Part 2.15(n) of the Disclosure Schedule, no Acquired Corporation, and no Acquired Corporation Affiliate: (i) has violated or otherwise failed to comply with any Legal Requirement respecting employment, employment practices, terms and if Landlord does not so approveconditions of employment or wages and hours, in writingincluding the health care continuation requirements of COBRA, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 requirements of FMLA, the requirements of HIPAA and the provisions of any similar Legal Requirement; (ii) has failed to withhold or report any amounts required by applicable Legal Requirements or by Contract to be withheld or reported with respect to wages, salaries and other payments to Acquired Corporation Employees; (yiii) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits is liable for any Alterations as its sole obligation and expense, and strictly arrears of wages or any taxes or any penalty for failure to comply with the following requirements:Legal Requirements applicable to any of the foregoing; or (iv) is liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Acquired Corporation Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or Legal Proceedings against any of the Acquired Corporations or any Acquired Corporation Affiliate under any worker’s compensation policy or long-term disability policy. (ao) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work The Qualifying Transaction Bonus (as defined in the Premises so Xxxxx Employment Agreement) that Landlord may post notices of non-responsibility in or upon will be owed by the Premises as provided by law; (b) The Alterations must use materials of at least equal quality Company to Leasehold Improvements at Xxxxxx Xxxxx pursuant to the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex Xxxxx Employment Agreement in connection with approving the Merger and the other Contemplated Transactions is equal to $1,011,847. The entire amount of the Qualifying Transaction Bonus will be payable by the Company solely in cash. The Company shall deduct and withhold from the Qualifying Transaction Bonus such amounts as are required to be deducted or withheld therefrom under the Code or under any Alterations other Legal Requirement relating to Taxes. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes as having been paid solely by Tenant to Landlord prior to commencing any Alterations.Xxxxxx Xxxxx. Other than such Qualifying Transaction Bonus, no other amount is or will be owed

Requirements. At the same time Tenant delivers the Notice to Landlord, Tenant shall also submit to Landlord a proposed copy of the proposed assignment or sublease and such information concerning the proposed assignment or sublease and the proposed assignee or sublessee as may condition its consent be requested by Landlord for Landlord’s review and approval which shall not be unreasonably withheld or delayed. The following shall, however, be requirements for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 : (i) The proposed subtenant or assignee must submit a current financial statement to Landlord and if Landlord does not so approvemust have a credit rating satisfactory to Landlord, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 Landlord’s reasonable judgment; (ii) The proposed subtenant or (y) condition Tenant’s willingness to do the Alteration on assignee must, in Landlord’s written agreement that Tenant can remove reasonable judgment, be financially responsible and of good professional reputation as well as engaged in a business reasonably compatible with the Alteration at the end character of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord business of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; andBuilding and Corporate Wxxxx. (ciii) All costs The sublease must by its terms be expressly subject and expenses incurred subordinate to this Lease, must require that any subtenant comply with and abide by Landlord in altering, repairing or replacing any portion all of the Premisesterms of this Lease, Building and must provide that any termination of this Lease shall also extinguish the sublease; (iv) The proposed subtenant assignee may not be any person or Complex entity either then occupying space in connection Corporate Wxxxx or one with approving whom Landlord is then negotiating for space in Corporate Wxxxx; (v) Tenant may not then nor at the commencement of the sublease be in default under this Lease beyond any Alterations applicable grace period; A fully executed counterpart of the assignment or sublease must be delivered to Landlord within sixty (60) days after the date of Landlord’s approval or Landlord’s approval of the proposed assignment or sublease shall be paid solely by deemed null and void and Tenant shall again comply with all the conditions of this Section as if the Notice hereinabove referred to Landlord prior to commencing any Alterationshad not been given and received.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any alterations, additions, or improvements (“Alterations”) in, on, or to the Project or any part thereof without the prior written consent of Landlord. Subject to the remaining provisions of this Article 13, Tenant shall have the right, without the need of written consent from (but with prior written notice to) Landlord, to make Alterations provided (i) the Alterations are nonstructural, do not impair the strength of the Building or any part thereof, are not visible from the exterior of the Premises, and do not affect the storefront, exterior walls or roof of the Premises; (ii) the Alterations do not affect the proper functioning of the HVAC systems, mechanical, electrical, sanitary or other utilities, systems and services of the Building; (iii) materials used are consistent with the existing materials in the Premises and comply with Building standards as established by Landlord, and do not include any Hazardous Materials; and (iv) the cost of any such individual Alteration does not exceed $10,000.00. Whether or not Landlord’s consent is required for any Alterations upon Alterations, (a) Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings shall provide to Landlord final plans and specifications for approval the Alterations and (with respect to Alterations for which Landlord has the right of consent) Landlord shall have approved in writing such plans and specifications and all contractors who will perform the Alterations (and, to the extent that such contractors are licensed and bondable, such consent shall not be unreasonably withheld, conditioned or delayed); (b) Tenant pays to Landlord a fee for Landlord’s indirect costs, field supervision or coordination in connection with the Alterations equal to a reasonable hourly fee for the time spent on such matters; (c) if requested by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant shall provide for added security (including without limitation increasing the Security Deposit) as Landlord may (x) ask Landlord reasonably require for any obligations of Tenant to provide the approval set forth in Section 17.1 (i) remove such Alterations and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration repair any damage and accomplish any restoration caused thereby at the end expiration or earlier termination of the Lease Term. ; and (d) before proceeding with any Alteration which will cost more than $50,000.00, at Landlord’s option, Tenant shall obtain and deliver to Landlord a performance bond and/or a labor and materials payment bond for the benefit of Landlord, issued by a corporate surety licensed to do business in California in an amount equal to one hundred twenty-five percent (125%) of the estimated cost of the Alterations and in form satisfactory to Landlord. Unless all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with of the following requirements: (a) Following approval by Landlord of Alterationsforegoing conditions are satisfied, Tenant shall give not have the right to make such Alterations, and Landlord shall have the right to withhold its consent to the Alterations in Landlord’s sole and absolute discretion. If any governmental entity requires, as a condition to any proposed Alteration, that improvements be made to other portions of the Building or the Common Areas, and if Landlord consents to such other improvements, then Tenant shall, at least ten days’ prior Notice of commencement of work Tenant’s sole expense, make such required improvements in the Premises so that such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord’s contractors) as Landlord may post notices of non-responsibility require in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsits sole discretion.

Requirements. Landlord may condition its consent for any Alterations upon Tenant complying at its expense with reasonable conditions and requirementsAny alterations, including preparation of all construction plans, drawings and specifications for approval additions or installations performed by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may Lessee (xhereinafter collectively "alterations") ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Lessee; (b) Prior to commencement of any work of alteration, Lessee shall submit detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed alterations, which shall be subject to the consent of Lessor in accordance with the terms of Section 21.1 above; (c) Following approval of the Plans by Landlord of AlterationsLessor, Tenant Lessee shall give Landlord Lessor at least ten (10) days’ ' prior Notice written notice of commencement of work in the Leased Premises so that Landlord Lessor may post notices of non-responsibility in or upon the Leased Premises as provided by law; (bd) No alterations shall be commenced without Lessee having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with the Plans previously approved by Lessor and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations is to be new, and of recent manufacture, and of the most suitable grade for the purpose intended; (f) Lessee must obtain the prior written approval from Lessor for Lessee's contractor prior to commencement of the work. Lessee's contractor shall maintain all of the insurance reasonably required by Lessor, including, without limitation, commercial general liability and workers' compensation. The limits of such insurance shall be the same as those specified in Article 11; (g) As a condition of approval of the alterations, Lessor may require performance and labor and materialmen's payment bonds issued by a surety approved by Lessor, in a sum equal to the cost of the alterations guarantying the completion of the alterations free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Lessor as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alterations must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants lessees in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Landlord may condition its Tenant shall not make or suffer to be made any ------------ alterations, additions, or improvements in, on, or to the Premises or any part thereof without the prior written consent of Landlord. Any such alterations, additions, or improvements in, on, or to said Premises, except for any Alterations upon Tenant complying at its expense with reasonable conditions Tenant's movable furniture and requirementsequipment, including preparation of all construction plansshall immediately become Landlord's property and, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Termterm hereof, shall remain on the Premises without compensation to Tenant. Tenant In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall obtain all necessary permits for any Alterations as its be made by Tenant, at Tenant's sole obligation cost and expense, in accordance with plans and strictly comply with specifications approved by Landlord, and any contractor or person selected by Tenant to make the following requirements: (a) Following approval same must first be approved in writing by Landlord. If the alterations, additions or improvements shall be made by Landlord of Alterationsfor Tenant's account, Tenant shall give reimburse Landlord at least ten days’ prior Notice for the cost thereof within twenty (20) days after receipt of commencement a statement, setting forth the actual cost of work in such alterations, additions or improvements. In any event Tenant shall pay Landlord an administrative charge of fifteen percent (15%) of the actual cost of such alterations, additions or improvements. After the expiration or sooner termination of the Lease Term and upon demand by Landlord, Tenant shall remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall repair and restore the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Datetheir original condition, subject to ordinary wear and must tear. Such removal, repair and restoration work shall be performed in compliance done promptly and with all laws, ordinances, rules due diligence at Tenant's sole cost and regulation now or hereafter expense. The provisions of this Section 12 shall not apply to the initial Tenant Improvements described in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant Exhibit C to Landlord prior to commencing any Alterationsthis Lease.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as "Plans"), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord Landlord, within twenty (20) days after Landlord's receipt of Alterationsthe same, Tenant shall give Landlord at least ten (10) days’ ' prior Notice written notice of any commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (bd) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (e) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval from Landlord, which approval shall not be unreasonably withheld, for Tenant's contractor before the commencement of the work. Tenant's contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers' compensation; (g) As a condition of approval of an alteration (excluding a Non-Structural Alteration), Landlord may require performance and labor and materialmen's payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; and (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not unduly interfere with the quiet enjoyment of the other tenants Tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are approved by Landlord may condition its consent for and/or Landlord’s mortgagees and are authorized to do business in the state in which the Building is located and rated not less than Financial Size X, and with a Financial Strength rating of A in the most recent version of Best’s Key Rating Guide (provided that, in any Alterations upon Tenant complying at its expense with reasonable conditions event, the same insurance company shall provide the coverages described in Sections 14.1.a. and requirements, including preparation of all construction plans, drawings and specifications for approval by 14.1.g. above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) except for workers’ compensation 14.1 (d ), name Tenant as additional insured thereunder and shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear; (d) maintain insurance deductibles reasonable and customary to similar sized companies with similar operations; (e) specifically provide that the use insurance afforded by such policy for the benefit of contractors Landlord and subcontractors approved any other additional insureds shall be primary, and any insurance carried by LandlordLandlord or any other additional insureds shall be excess and non-contributing; (f) contain an endorsement that the delivery insurer waives its right to subrogation; (g) require the insurer to notify Landlord and any other additional insureds in writing not less than thirty (30) days prior to any cancellation or other termination thereof; (h) contain a cross liability or severability of performance and payment bonds showing Landlord as a beneficiaryinterest endorsement; and (i) be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Tenant agrees to deliver to Landlord, as soon as practicable after the delivery placing of the required insurance, but in no event later than the date Tenant is required to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval obtain such insurance as set forth in Section 17.1 (i) 14.1 above, certificates from the insurance company evidencing the existence of such insurance and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do compliance with the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end foregoing provisions of the Lease Termthis Article 14. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality cause replacement certificates to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant delivered to Landlord not less than ten (10) days prior to commencing the expiration of any Alterationssuch policy or policies. If any such initial or replacement certificates are not furnished within the time(s) specified herein, Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Except as provided below, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity, not including any offering of Tenant’s stock on any nationally recognized public stock market and any subsequent purchases and sales of such stock thereon (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord’s sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting its consent to any subletting, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any Alterations such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant complying at its expense with reasonable conditions under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and requirements(iv) the Tenant shall pay to Landlord, including preparation monthly throughout the term of each approved sublease, fifty percent (50%) of all construction plansrents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, drawings and specifications for approval by Landlord; the use however, that before sharing of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterationssuch Excess Rent, Tenant shall give Landlord at least ten days’ prior Notice first be entitled to recover from such Excess Rent the amount of commencement of work the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Notwithstanding anything to the contrary above, in the Premises so that Landlord may post notices of non-responsibility in event Tenant subleases all or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the PremisesPremises during the first year of the Lease Term (scheduled for the period of 04/01/06 through 03/31/07) (“First Year Period”), Building or Complex in connection with approving any Alterations one hundred percent (100%) of all rents BUILDING: Potrero 1 PROPERTY: 01-0034 UNIT: 1 LEASE ID: 0034-RUCK01-01 and/or additional consideration due Tenant from its subtenants during the First Year Period shall be paid solely payable by Tenant to Landlord and Tenant agrees that during said First Year Period Tenant shall not enter into any sublease whereby the subtenant receives free and/or reduced rent during the first twelve (12) months of the sublease term. Tenant shall, by fifteen (15) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within twenty (20) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said twenty (20) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants, and conditions of this Paragraph 21. Tenant shall provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its cost and expense, shall separately demise the remaining portion of the Premises leased to Tenant. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to commencing a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any Alterationsother person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with any and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease.

Requirements. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. Notwithstanding the above, in the event Tenant enters into a merger and/or acquisition agreement whereby fifty percent (50%) or more of Tenant’s stock and/or assets are transferred to a third party entity (“Change in Control”), said Change in Control will require Landlord’s consent pursuant to the terms of this Paragraph 21.A, and Landlord may, at Landlord’s option, require that said acquiring entity also be named as a Tenant under this Lease; however, a sale of Tenant’s capital stock through any public or over-the-counter exchange shall not be deemed an assignment or a Change in Control, and a sale by any individual investor in Tenant of its stock, in whatever percentage, shall not be deemed an assignment or a Change in Control. Tenant shall not sublet the Premises, or any part thereof, to more than two subtenants at any one point in time without Landlord’s prior written consent, which consent may be withheld at Landlord’s sole and absolute discretion. Tenant’s failure to obtain Landlord’s prior written consent before entering into any such assignment, transfer and/or subletting shall be considered a default under this Lease and Landlord shall retain all of its rights under the Lease, including the right to elect, at Landlord sole and absolute discretion, to terminate either the Lease and/or the related sublease. As a condition for Landlord granting consent to any subletting, Landlord shall require for each such subletting, that: (i) the sublease be a triple net sublease and that the basic rent due under any such sublease be no less than the then current market rent for subleases with annual increases at the then prevailing market rent for subleases; (ii) the sublease shall require that the security deposit due under the sublease be in the form of a letter of credit drawn upon an institutional lender acceptable and accessible to Landlord in form and content reasonably satisfactory to Landlord, with the letter of credit being assignable to Landlord, at no cost to Landlord, upon notice to said financial institution of a default by Tenant under the Lease; (iii) the sublease shall not provide for subtenant to have an option to extend the term of the sublease or an option to expand the sublet space; and (iv) the Tenant shall pay to Landlord, monthly throughout the term of each approved sublease, fifty percent (50%) of all rents and/or additional consideration due Tenant from the subtenant in excess of the Rent payable by Tenant to Landlord hereunder for each such subleased space (“Excess Rent”) (with said Excess Rent subject to the terms of Lease Paragraph 4.C (“Late Charge”) and Lease Paragraph 24 (“Bankruptcy and Default”); provided, however, that before sharing of such Excess Rent, Tenant shall first be entitled to recover from such Excess Rent the amount of the reasonable leasing commission related to said transaction paid by Tenant to a third party broker not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant’s interest in the Lease or sublet the Premises or any portion thereof for any part of the Term hereof. Within thirty (30) days after receipt of said written notice, Landlord may condition its consent for any Alterations upon non-Permitted Transfer, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consentwithin said thirty (30) day period, Tenant may (x) ask proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on for Landlord’s written agreement that Tenant can remove approval, all in accordance with the Alteration at the end terms, covenants, and conditions of the Lease Termthis Paragraph 21. Tenant shall obtain provide Landlord with (a) a copy of the assignment and/or other transfer agreement and a copy of the certification of the change in corporate identity from the Secretary of State in the case of an assignment, or (b) a copy of the sublease in the case of a sublease for Landlord’s review, and upon Landlord’s approval of Tenant’s request to sublease and/or assign, Tenant and the assignee, transferee or subtenant shall execute Landlord’s standard written consent. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all necessary permits for any Alterations the Premises, the Rent and Tenant’s Proportionate Share, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect and Landlord, at its sole obligation cost and expense, and strictly comply with shall separately demise the following requirements: (a) Following approval by Landlord remaining portion of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in leased to Tenant. In the event Tenant is allowed to assign, transfer or upon sublet the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all laws, ordinances, rules and regulation now whole or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion part of the Premises, Building with the prior written consent of Landlord, no assignee, transferee or Complex subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. Notwithstanding the above, in no event shall Landlord consent to a sub-sublease. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with approving any Alterations and all subleases and/or assignments and/or any amendments related thereto, including but not limited to Landlord’s fees for the BUILDING: 1098 Alta PROPERTY: 1-0001 UNIT: 1 LEASE ID: 0001-SONI01-01 processing and administration of the consent documentation and Landlord’s attorneys’ fees (if any), and Landlord shall be paid solely by require Tenant’s subtenant, assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord prior to commencing any Alterationsunder the Lease.

Requirements. Landlord may condition its consent for any Alterations upon Any alteration performed by Tenant complying at its expense with reasonable conditions and requirements, including preparation of all construction plans, drawings and specifications for approval by Landlord; the use of contractors and subcontractors approved by Landlord; the delivery of performance and payment bonds showing Landlord as a beneficiary; and the delivery to Landlord of duplicate originals of all marked construction drawings. In requesting Landlord’s consent, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness subject to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply strict conformity with the following requirements: (a) All alterations shall be at the sole cost and expense of Tenant; (b) Prior to commencement of any work of alteration, Tenant shall submit detailed plans and specifications, including working drawings (hereinafter referred to as “Plans”), of the proposed alteration, which shall be subject to the consent of Landlord in accordance with the terms of Section 12.1 above; (c) Following approval of the Plans by Landlord of AlterationsLandlord, Tenant shall give Landlord at least ten (10) days’ prior Notice written notice of any commencement of work in the Leased Premises so that Landlord may post notices of non-responsibility in or upon the Leased Premises as provided by law; Divco\Gateway/Tobira Lease (d) No alteration shall be commenced without Tenant having previously obtained all appropriate permits and approvals required by and of governmental agencies; (be) All alterations shall be performed in a skillful and workmanlike manner, consistent with the best practices and standards of the construction industry, and pursued with diligence in accordance with said Plans previously approved by Landlord and in full accord with all applicable laws and ordinances. All material, equipment, and articles incorporated in the alterations are to be new and of recent manufacture and of the most suitable grade for the purpose intended; (f) Tenant must obtain the prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed) from Landlord for Tenant’s contractors before the commencement of any work. Tenant’s contractor for any work shall maintain all of the insurance reasonably required by Landlord, including, without limitation, commercial general liability and workers’ compensation. (g) As a condition of approval of an alteration (but not the Tenant Improvements to be installed pursuant to Exhibit C), the cost of which is reasonably expected to exceed $40,000.00, Landlord may require performance and labor and materialmen’s payment bonds issued by a surety approved by Landlord, in a sum equal to the cost of the alterations guarantying the completion of the alteration free and clear of all liens and other charges in accordance with the Plans. Such bonds shall name Landlord as beneficiary; (h) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and alteration must be performed in compliance with all laws, ordinances, rules and regulation now or hereafter in effect and in a manner such that they will not interfere with the quiet enjoyment of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterations.

Requirements. Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively and “alteration”) without the prior written consent of Landlord. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written approval: (I) detailed plans and specifications; (ii) sworn statements, including the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and any other parties designated by Landlord as additional insiders; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s standard charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items and supervision of the alteration. Neither approval of the plans and specifications for approval on or supervision of the alteration by Landlord shall constitute a representation of warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration and, if requested by Landlord; , shall deposit with Landlord, prior to the use commencement of contractors the alteration, security for the payment and subcontractors completion of the alteration in form and amount required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinances, rules regulations and regulation now or hereafter in effect requirements. Each alteration shall be performed by union contractors if required by Landlord and in a manner harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord may have the right to require Tenant to remove such that they will not interfere alteration at Tenant’s sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred by Landlord in altering, repairing or replacing any portion Section 15 of the Premises, Building or Complex in connection with approving any Alterations shall be paid solely by Tenant to Landlord prior to commencing any Alterationsthis Lease.

Requirements. (i) Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with this Section 9(A). In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written reasonable approval: (i) detailed plans and specifications (if appropriate for the alteration contemplated by Tenant); (ii) the names, addresses and copies of contracts for all contractors; (iii) all necessary permits evidencing compliance with all applicable governmental rules, regulations and requirements; (iv) certificates of insurance in form and amounts reasonably required by Landlord, naming Landlord, its managing and leasing agent and any other parties reasonably designated by Landlord as additional insureds; and (v) all other documents and information as Landlord may condition its consent reasonably request in connection with such alteration. Tenant agrees to pay Landlord’s reasonable charges for any Alterations upon Tenant complying at its expense with reasonable conditions and requirements, including preparation review of all construction plans, drawings such items of the alteration. Neither approval of the plans and specifications for approval nor any supervision of the alteration by Landlord; Landlord shall constitute a representation or warranty by Landlord as to the use accuracy, adequacy, sufficiency or propriety of contractors such plans and subcontractors specifications or the quality of workmanship or the compliance of such alteration with applicable law. Tenant shall pay the entire cost of the alteration. Each alteration shall be performed in a good and workmanlike manner, in accordance with the plans and specifications reasonably approved by Landlord; , and shall meet or exceed the delivery standards for construction and quality of performance and payment bonds showing materials reasonably established by Landlord as a beneficiary; and for the delivery to Landlord of duplicate originals of all marked construction drawingsBuilding. In requesting Landlord’s consentaddition, Tenant may (x) ask Landlord to provide the approval set forth in Section 17.1 (i) and if Landlord does not so approve, in writing, it each alteration shall be deemed that Tenant must remove the Alteration unless Landlord later exercises its right under Section 17.1 (ii) or (y) condition Tenant’s willingness to do the Alteration on Landlord’s written agreement that Tenant can remove the Alteration at the end of the Lease Term. Tenant shall obtain all necessary permits for any Alterations as its sole obligation and expense, and strictly comply with the following requirements: (a) Following approval by Landlord of Alterations, Tenant shall give Landlord at least ten days’ prior Notice of commencement of work in the Premises so that Landlord may post notices of non-responsibility in or upon the Premises as provided by law; (b) The Alterations must use materials of at least equal quality to Leasehold Improvements at the Commencement Date, and must be performed in compliance with all applicable governmental and insurance company laws, ordinancesregulations and requirements. Each alteration shall be performed by Tenant, rules and regulation now or hereafter in effect and in a manner harmony with any of Landlord’s employees and contractors employed at the Premises. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall become Landlord’s property and shall remain upon the Premises at the expiration or termination of this Lease without compensation to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove such that they will not interfere alteration at Tenant’s sole cost and expense in accordance with the quiet enjoyment provisions of the other tenants in the Complex; and (c) All costs and expenses incurred Paragraph 15 of this Lease, which required removal will be specified by Landlord in alteringwhen Landlord consents to Tenant’s requested alterations, repairing except, however, Landlord may require removal of any electronic, phone, data or replacing other telecommunications conduit and cabling and related equipment installed by or on behalf of Tenant from and after the Commencement Date, by notice to Tenant given at any portion time prior to the expiration or earlier termination of this Lease. Any alteration required by applicable law, statute or ordinance, or by any governmental agency having jurisdiction over the Premises, Building or Complex in connection with approving any Alterations that is required due to Tenant’s specific use and occupancy of the Premises shall be paid solely by made promptly, at Tenant’s sole cost in accordance with this Section 9. (ii) Notwithstanding the foregoing, Tenant to Landlord may make alterations, the cost of which does not exceed Twenty-five Thousand and 00/100 ($25,000.00) Dollars at any one time, without the prior to commencing written consent of Landlord, provided that such alterations are “cosmetic”. For purposes of this Lease, a “cosmetic” alteration shall be one that does not effect the structure or mechanics of the Building and for example, would include installing new carpet or other flooring or painting. Further, the Tenant shall not make any Alterationsalteration that is not cosmetic without Landlord’s prior written consent as set forth in Section 9.A(i).