Common use of Alterations Clause in Contracts

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.

Alterations. 8.1 Tenant shall not at any time during the Term of this Lease make any openings in the roof alterations, additions or exterior walls of the Building or make any alteration, addition or improvement improvements to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverageexcept for the installation of unattached, and insurance coverage movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Building. All alterations, additions, improvements or fixtures (whether temporary or permanent in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person character) made in or property, on or off upon the Premises, arising out either by Landlord or Tenant, shall be Landlord’s property on termination of this Lease and during shall remain a part of the making of such AlterationsPremises without compensation to Tenant, or at Landlord’s election, shall be removed by Tenant. Any Alteration If Tenant is not then in default, all furniture, unattached, movable trade fixtures and equipment installed in the Premises by Tenant hereunder may be removed by Tenant at the termination of this Lease if Tenant so elects, and shall be so removed if required by Landlord, or if not so removed shall, at the option of Landlord, become the property of Landlord. In the event Landlord requires the removal of any alterations, additions, improvements or fixtures, Tenant shall, at its expense, repair and restore any portion of the Premises which is damaged by such removal. All such installations, removals and restorations shall be accomplished in good, workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities. 8.2 Any construction work done by Tenant upon the Premises shall be performed in a good and workmanlike manner manner, in compliance with any applicable all governmental lawrequirements, statute, ordinance or regulation. Upon completion and the requirements of any Alteration contract or deed of trust to which Landlord may be a party. Tenant agrees to indemnify Landlord and hold Landlord harmless against any loss, liability or damage resulting from such work. Tenant shall, upon Landlord’s request, furnish bonds or other security satisfactory to Landlord against any such loss, liability or damage. 8.3 Tenant will not permit any mechanic’s lien or liens to be placed upon the Premises, or any portion thereof, caused by Tenant hereunderor resulting from any work performed, materials furnished or obligation incurred by or at the request of Tenant, and in the case of the filing of any such lien, Tenant shall furnish Landlord with a copy of will immediately pay and discharge the “as built” plans covering such constructionsame. Tenant, at its sole cost and expense, will make all Alterations on If any lien remains against the Premises which may be necessary by for fifteen (15) days, Landlord shall have the act right and privilege at Landlord’s option of paying the same or neglect of any other person or corporation (public or private)portion thereof without inquiry as to the validity thereof, except for Landlordand any amounts so paid, its agents, employees or contractors. Before commencing any Alterations (a) plans including expenses and specifications therefor, prepared by a licensed architectinterest, shall be submitted so much additional rent hereunder due from Tenant to Landlord and approved shall be repaid to Landlord (together with interest at the Past Due Rate from the date paid by Landlord, which approval shall not be unreasonably withheld or delayed; ) within ten (b10) Tenant shall furnish to days after Tenant’s receipt of a statement from Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisestherefor.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises132]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and133 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent134 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];135 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Estate from any proposed works to or at the Premises[ or the Estate]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises126]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and127 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent128 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];129 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall will not at any time during the Term of this Lease make any openings alterations, repairs, additions or improvements in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectivelyfor purposes of this Article 12, any of the foregoing being referred to as the “AlterationsWork”) or add, disturb or in any portion thereof withoutway change any plumbing, in each instancewiring, life/safety or mechanical systems, locks, or structural portions of the Building without the prior written consent of the Landlord which consent, as to non-structural or non-systems repairsthe character of the Work, the manner of doing the Work, and the contractor(s) doing the Work. Such consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding As a condition to Landlord’s consent to Work proposed by Tenant, Landlord may impose such conditions with respect thereto as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish surety performance and/or payment bonds or other security for the preceding sentencepayment of all costs incurred in connection with such Work, insurance against liabilities that may arise out of such Work, plans and specifications approved by Landlord and permits necessary for such Work. If such Work is performed by contractor(s) not retained by Landlord, Tenant may make non-structural Alterations without obtaining Landlordshall upon completion of such Work, (i) deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s prior written consent, provided lien waivers; and (ii) pay to Landlord a construction supervision fee of five percent (5%) of the total cost of such non-structural Alteration is Work, but in no event less than Twenty Thousand Dollars ($20,000.00) per occurrence 500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and supervising such Work; provided, however, that Tenant shall have no obligation to pay Landlord any construction supervision fee for changes costing $5,000.00 or less than Fifty Thousand Dollars ($50,000.00) in that do not affect any plumbing, wiring, life/safety or mechanical systems or the aggregate per calendar yearBuilding structure. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of All such Alterations. Any Alteration by Tenant hereunder Work shall be done in a good and workmanlike manner in compliance using quality materials and shall comply with any all applicable governmental lawlaws, statuteordinances, ordinance rules and regulations. Tenant agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or regulation. Upon completion expense (including attorney’s fees) by reason of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages Work. The provisions of Article 27 of this Lease Agreement shall be provided apply to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesall Work performed under this Article 12.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises112]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and113 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent114 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];115 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall not at make or permit to be made any time during the Term of this Lease make any openings material alterations, changes or additions in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the without prior written consent of Landlord which consentLandlord; it being understood that Landlord’s consent shall not be required for any alterations, as to non-changes or improvements that satisfies all of the following criteria (a “Permitted Alteration”): (i) will not cost more than Twenty Five Thousand Dollars ($25,000.00) in any year; (ii) is not visible from the exterior of the Premises or Buildings; and (iii) it will not affect the structural elements of the Buildings or non-the systems repairs, serving the Building. Such consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of Any such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate approved changes or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder additions shall be done in a good either by or under the direction of Landlord at the cost of Tenant, and workmanlike manner in compliance excepting any trade fixtures shall become immediately the property of Landlord, and shall remain upon and be surrendered with any applicable governmental law, statute, ordinance the Premises upon expiration or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy earlier termination of the “as built” plans covering such constructionTerm of this Lease. Tenant, at its sole cost and expense, will make all Alterations Any movable furniture remaining on the Premises which at the end of the Term hereof shall be removed by Tenant or if not so removed, shall, at the option of Landlord, become the property of Landlord, and may be necessary sold or retained by Landlord without duty to pay Tenant any amount or account to Tenant for the act or neglect proceeds of any other person or corporation (public or private), except for Landlord, its agents, employees or contractorssale. Before commencing Tenant hereby waives the provisions of Civil Code 1980-1991 at they may apply to any Alterations disposition of any personal property remaining at the Premises after a default and agrees that (a) plans and specifications therefor, prepared by a licensed architect, this Lease shall be submitted a ▇▇▇▇ of sale with respect to any personal property remaining on the Premises and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant sale or other disposition of such personal property conducted in accordance with this Lease shall furnish to Landlord be an estimate accepted method of disposing of such personal property in lieu of the cost method provided by Sections 1980-1991 of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesCivil Code.

Alterations. Subsequent to the completion of any Landlord’s Work pursuant to Section 2, Tenant shall not at attach any time during fixtures, equipment or other items to the Term of this Lease make any openings in the roof Premises, or exterior walls of the Building paint or make any alterationother additions, addition changes, alterations, repairs or improvement improvements (collectively hereinafter “alterations”) to the Premises (collectivelyPremises, “Alterations”) Building or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations Property without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration which with respect to alterations to the Premises for which Landlord’s consent will not be unreasonably withheld, conditioned or delayed so long as Tenant is required shall be commenced by Tenant until Tenant has furnished not then in default of this Lease (beyond any applicable cure period). If Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage consents to any person or propertyalteration, on or off the Premises, arising out Landlord may post notices of and during the making of such Alterationsnonresponsibility in accordance with law. Any Alteration by alterations so made shall remain on and be surrendered with the Premises upon expiration or earlier termination of this Lease, except that Landlord may, but subject to the next grammatical sentence, within thirty (30) days before the expiration or earlier termination hereof elect in writing to require Tenant hereunder shall be done in a good and workmanlike manner in compliance with to remove any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. all alterations at Tenant, at its ’s sole cost and expense. At the time Tenant submits plans for requested alterations to Landlord for Landlord’s approval, Tenant may request Landlord to identify which alterations Landlord will require Tenant to remove at the termination of or expiration of this Lease, and Landlord shall make all Alterations on such identification simultaneous with its approval (if any) of the alterations. If Landlord elects to require removal of alterations, then at its own and sole cost Tenant shall restore the Premises which may be necessary by to substantially the act same the condition (reasonable wear and tear and damage from fire or neglect other insured casualty excepted) existing prior to the installation of any other person such alteration or corporation (public or private)improvement, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate before the last day of the cost of term. Notwithstanding anything contained in this Lease to the proposed workcontrary, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall not be required shall obtain commercial general liabilityfor (i) any interior decorative changes such as partitioning, workercarpeting, installation of shelves, painting, wallpapering, or for (ii) any non-structural alterations which do not affect the Building’s compensation structure or the Building Systems and such other liability insurance Equipment, provided, that any of the foregoing in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured either (i) or (ii) above do not require a building permit and providing liability coverage during all phases of construction includingdo not cost more than $10,000.00 in any one particular instance (collectively, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage“Cosmetic Alterations”). Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that at least fifteen (15) days advance notice of any proposed Cosmetic Alterations. Except as expressly set forth to the Alteration does not have any adverse environmental impact on contrary above, Tenant shall otherwise comply with the premisesprovisions of this Section 10 with respect to Cosmetic Alterations in the same manner as if they were alterations requiring Landlord’s consent hereunder.

Alterations. Tenant shall not at make or suffer to be made any time during the Term of this Lease make any openings in the roof alterations, additions, or exterior walls improvements to or of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion part thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such which Landlord may withhold in its sole discretion, except that Landlord’s consent shall not be required for non-structural Alteration is alterations costing less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars fifty thousand dollars ($50,000.00) in that are not visible from the aggregate per calendar yearexterior of the Premises. No Alteration All alterations, additions, and improvements to the Premises for which Landlord’s consent is required Premises, including but not limited to floor coverings, wall coverings, window coverings, paneling, and built-in cabinet work, but excluding movable furniture, trade fixtures, and other unattached personal property, shall be commenced by Tenant until Tenant has furnished Landlord with on the expiration of the Term become a satisfactory certificate or certificates from an insurance company acceptable part of the realty and belong to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance surrendered with any applicable governmental law, statute, ordinance the Premises whether or regulationnot installed with Landlord’s consent. Upon completion of any Alteration by Tenant hereunderNotwithstanding the foregoing, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantshall, at its sole cost and expense, will make all Alterations on remove any alterations, additions, or improvements designated for removal by Landlord upon written notice given to Tenant within thirty (30) days after the termination of this Lease. If Tenant receives any such designation at least ten (10) days before the termination of this Lease, the removal shall be completed prior to termination. Otherwise the removal shall be completed within ten (10) days after Tenant’s receipt of Landlord’s designation. Tenant shall repair any damage to the Premises caused in connection with the removal of any items pursuant to this article and restore all damaged areas to a condition consistent with the surrounding finish. Landlord’s consent to any alterations, additions, or improvements, when given, shall be deemed to be conditioned upon Tenant acquiring any governmental approvals or permits which may be necessary by the act or neglect of any other person or corporation (public or private)required, except for Landlordall at Tenant’s sole cost and expense. All alterations, its agentsadditions, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, improvements shall be submitted to made by Tenant at Tenant’s sole cost and approved expense by licensed contractors and in compliance with all laws and regulations. If requested by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish provide a Payment and Performance Bond for Landlord Approved Construction over One Hundred Thousand Dollars ($100,000.00). Each contractor must first be approved in writing by Landlord. Tenant shall cause its contractors to submit to Landlord an estimate of prior to entering the cost of the proposed work, certified by the architect who prepared such plans Premises certificates and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other endorsements evidencing liability insurance meeting the requirements for Tenant’s commercial generally liability policy set forth in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured Article 10 hereof and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s workers compensation coverage and employer’s liability coveragecoverage as required by law. Prior to the commencement of any construction activityEach commercial general liability policy shall name as additional insureds Landlord, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration’s property manager, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesand Landlord’s Mortgagees.

Alterations. Tenant shall not make any alterations to the Premises or any other aspect of the Project, without Landlord's prior written consent, which consent Landlord may withhold in its reasonable but subjective discretion. All permitted alterations must be performed in compliance with Landlord's standard rules and regulations regarding alterations. All alterations will become the property of Landlord and will remain upon and be surrendered with the Premises at any time during the end of the Term of this Lease make Lease; provided, however, Landlord may require Tenant to remove any openings in or all alterations at the roof or exterior walls end of the Building Term of this Lease. If Tenant fails to remove by the expiration or make any alterationearlier termination of this Lease all of its personal property, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof withoutalterations identified by Landlord for removal, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantmay, at its option, treat such failure as a hold-over pursuant to Subparagraph 11(b) above, and/or Landlord may (without liability to Tenant for loss thereof) treat such personal property and/or alterations as abandoned and, at Tenant's sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans expense and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory addition to Landlord's other rights and remedies under this Lease, at law or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitationequity: (a) contractor’s remove and owners protectionstore such items; and/or (b) blanket contractual upon ten (10) days" prior notice to Tenant, sell, discard or otherwise dispose of all or any such items at private or public sale for such price as Landlord may obtain or by other commercially reasonable means. Tenant shall be liable for all costs of disposition of Tenant's abandoned property and Landlord shall have no liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverageto Tenant with respect to any such abandoned property. Prior Landlord agrees to apply the commencement proceeds of any construction activitysale of any such property to any amounts due to Landlord under this Lease from Tenant (including Landlord's attorneys" fees and other costs incurred in the removal, certificates storage and/or sale of such insurance coverages shall items), with any remainder to be provided paid to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesTenant.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesPremises.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises134]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and135 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent136 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];137 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Following the Commencement Date, Tenant shall not at any time during the Term of this Lease make any openings in the roof changes, additions, alterations, improvements or exterior walls of the Building or make any alteration, addition or improvement additions to the Premises (collectively, “Alterations”) and Common Area or attach or affix any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations articles thereto without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence which shall not be unreasonably withheld, conditioned or delayed. All alterations, improvements, and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration additions to the Premises for which Landlord’s consent is required shall be commenced (other than the Laboratory Premises) and Common Area (as permitted by Tenant until Tenant has furnished Landlord in accordance with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder this Paragraph) shall be done only by Landlord or contractors or mechanics approved by Landlord, and shall be at Tenant’s sole expense and at such times and in a good and workmanlike such manner in compliance with any applicable governmental lawas Landlord may reasonably approve. Any work approved by Landlord hereunder affecting the Laboratory Premises may be performed, statuteat Tenant’s option, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant or its contractors or mechanics (which shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantbe reasonably approved by Landlord), at its Tenant’s sole cost and expense, will make all Alterations on . Any mechanics or materialman’s lien for which Landlord has received a notice of intent to file or which has been filed against the Premises which and Common Area or the Building arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or subcontractors shall be discharged, bonded over, or otherwise satisfied by Tenant within ten days following the earlier of the date Landlord receives (1) notice of intent to file a lien or (2) notice that the lien has been filed. If Tenant fails to discharge, bond over, or otherwise satisfy any such lien, Landlord may be necessary do so at Tenant’s expense, and the amount expended by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architectincluding reasonable attorneys’ fees, shall be submitted to and approved paid by Tenant within 10 days following Tenant’s receipt of a ▇▇▇▇ from Landlord. All alterations, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlordimprovements, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging additions, whether temporary or permanent in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liabilitycharacter, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.made

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises125]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and126 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent127 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];128 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed workUnderlease; and if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, certified containing other provisions corresponding with those in this Lease; “Approved Undertenant”129 a person approved by the architect Landlord and who prepared such plans has entered into a direct deed with the Landlord agreeing: to comply with the terms of the Approved Underlease; and specifications; (c) all contracts for to procure that any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedassignee of the Underlet Premises enters into a direct deed in the same terms as set out in this definition of Approved Undertenant; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for [“Permitted Part” any part of the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification Premises that the Alteration does not have Landlord approves;] “Sub-Underlease” any adverse environmental impact on the premises.sub-underlease created out of an Underlease; “Sub-Undertenant” any tenant under a Sub-Underlease;

Alterations. 8.1 Tenant shall not at any time during the Term of this Lease make any openings in the roof alterations, additions, or exterior walls of the Building or make any alteration, addition or improvement improvements to the Demised Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without the prior written consent of Landlord, which Landlord may grant or deny in its sole discretion with respect to structural alterations, except for the installation of unattached, movable trade fixtures which consentmay be installed without drilling, as cutting or otherwise defacing the Demised Premises. Landlord shall not unreasonably withhold or delay its consent with respect to non-structural alterations. All alterations, additions, improvements and fixtures, except that any Alterations, fixtures or non-systems repairsany other property installed in the Demised Premises at the sole expense of Tenant and which can be removed without causing material damage to the Building, shall not remain upon and be unreasonably withheldsurrendered with the Demised Premises and become the property of Landlord at the termination of this Lease, unless Landlord requests their removal in which event Tenant shall remove the same and restore the Demised Premises to their original condition at Tenant's expense. Notwithstanding the preceding sentenceAny linoleum, Tenant carpeting or other floor covering which may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration be cemented or otherwise affixed to the floor of the [GRAPHIC OMITTED]Demised Premises for which Landlord’s consent is required a permanent fixture and shall become the property of the Landlord without credit or compensation to Tenant. 8.2 All construction work done by Tenant within the Demised Premises shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done performed in a good and workmanlike manner manner, in compliance with any applicable all governmental lawrequirements, statute, ordinance or regulation. Upon completion and the requirements of any Alteration by Tenant hereunder, Tenant shall furnish contract or deed or trust to which the Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by a party and in such manner as to cause a minimum of interference with other construction in progress and with the act transaction of business in the Building. Tenant agrees to indemnify Landlord and hold it harmless against any loss, liability or neglect of any other person or corporation (public or private)damage resulting from such work, except for Landlordand Tenant shall, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved if requested by Landlord, which approval shall not be unreasonably withheld furnish bond or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in against any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liabilityloss, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesor damage.

Alterations. Tenant Anything in Article 3 to the contrary notwithstanding, Landlord shall not at any time during the Term unreasonably withhold or delay approval of this Lease make any openings in the roof or exterior walls written requests of the Building or make any alteration, addition or improvement Tenant to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consentinterior alterations, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars decorations, additions and improvements ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00herein referred to as "alterations") in the aggregate per calendar year. No Alteration to demised premises, provided that such alterations do not adversely affect utility services or plumbing and electrical lines or other systems of the Premises for which Landlord’s consent is required building, and provided that all such alterations shall be commenced by Tenant until Tenant has furnished Landlord performed in accordance with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, the following conditions: (a) All such alterations costing more than $10,000 shall be performed in accordance with plans and insurance coverage in amounts satisfactory specifications first submitted to Landlord and protecting Landlord against public liability and property damage to any person for its prior written approval which will not be unreasonably delayed or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder withheld. (b) All alterations shall be done in a good and workmanlike manner manner. All alterations shall be done in compliance with any all other applicable provisions of this Lease and with all applicable laws, ordinances, directions, rules and regulations of governmental lawauthorities having jurisdiction; and Tenant shall, statute, ordinance or regulation. Upon completion prior to the commencement of any Alteration such alterations, at its sole cost and expense, obtain and exhibit to Landlord any governmental permit required in connection with such alterations. (c) All work in connection with alterations shall be performed with union labor having the proper jurisdictional qualifications. (d) Tenant shall keep the building and the demised premises free and clear of all liens for any work or material claimed to have been furnished to Tenant or to the demised premises. (e) Prior to the commencement of any work by Tenant hereunderor for Tenant, Tenant shall furnish to Landlord with a copy certificates evidencing the existence of the “following insurance: (i) Workmen's compensation insurance covering all persons employed for such work and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the demised premises. (ii) General liability insurance naming Landlord, its designees, and Tenant as built” plans covering such constructioninsureds, with limits of not less than $500,000 in the event of bodily injury to one person and not less than $1,000,000 in the event of bodily injury to any number of persons in any one occurrence, and with limits of not less than $50,000 for property damage. Tenant, at its sole cost and expense, will make shall cause all Alterations on such insurance to be maintained at all times when the Premises which may work to be necessary performed for or by Tenant is in progress. All such insurance shall be in a company authorized to do business in New York and all policies, or certificates therefor, issued by the act or neglect insurer and bearing notations evidencing the payment of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architectpremiums, shall be submitted delivered to Landlord. (f) All work to be performed by Tenant shall be done in a manner which will not unreasonably interfere with or disturb other tenants and occupants of the building. (g) Tenant shall not be required to remove any fixtures, panelling, partitions, railings or other installations presently constituting a part of the demised premises, constituting a part of the initial fitting up of the demised premises for Tenant's occupancy or installed by Landlord at its expense. (h) All trade fixtures and other movable property installed by Tenant in the demised premises shall remain Tenant's property and shall be removed by Tenant on or before the expiration date, provided only that Tenant shall repair any resultant damage to the demised premises. (i) Any alterations to be made by Tenant (other than plumbing and electrical work) may be performed by any reputable contractor or mechanic (collectively "Contractor") selected by Tenant and approved by Landlord, which approval shall Landlord agrees it will not be unreasonably withheld withhold or delayed; delay, provided the Contractor's performance of the alterations would not result in any labor discord in the Building. (bj) Tenant shall furnish may, at any time during the Term, remove any alteration made by Tenant, solely at its expense, provided Tenant promptly repairs any damage resulting from such removal. (k) Any restoration or repair which Tenant is required to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; make (cwhether structural or non-structural) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld of quality or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior class equal to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesthen Building Standard.

Alterations. Tenant shall not at make or suffer to be made any time during the Term of this Lease make any openings in the roof alterations, additions, or exterior walls improvements to or of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion part thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such which Landlord may withhold in its sole discretion, except that Landlord’s consent shall not be required for non-structural Alteration is alterations costing less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars fifty thousand dollars ($50,000.00) in that are not visible from the aggregate per calendar yearexterior of the Premises. No Alteration All alterations, additions, and improvements to the Premises for which Landlord’s consent is required Premises, including but not limited to floor coverings, wall coverings, window coverings, paneling, and built-in cabinet work, but excluding movable furniture, trade fixtures, and other unattached personal property, shall be commenced by Tenant until Tenant has furnished Landlord with on the expiration of the Term become a satisfactory certificate or certificates from an insurance company acceptable part of the realty and belong to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance surrendered with any applicable governmental law, statute, ordinance the Premises whether or regulationnot installed with Landlord’s consent. Upon completion of any Alteration by Tenant hereunderNotwithstanding the foregoing, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantshall, at its sole cost and expense, will make remove any alterations, additions, or improvements designated for removal by Landlord upon written notice given to Tenant within thirty (30) days after the termination of this Lease. If Tenant receives any such designation at least ten (10) days before the termination of this Lease, the removal shall be completed prior to termination. Otherwise the removal shall be completed within ten (10) days after Tenant’s receipt of Landlord’s designation. Tenant shall repair any damage to the Complex caused in connection with the removal of any items pursuant to this article and restore all Alterations on damaged areas to a condition consistent with the Premises surrounding finish. Landlord’s consent to any alterations, additions, or improvements, when given, shall be deemed to be conditioned upon Tenant acquiring any governmental approvals or permits which may be necessary by the act or neglect of any other person or corporation (public or private)required, except for Landlordall at Tenant’s sole cost and expense. All alterations, its agentsadditions, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, improvements shall be submitted to made by Tenant at Tenant’s sole cost and approved expense by licensed contractors and in compliance with all laws and regulations. If requested by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish provide a Payment and Performance Bond for Landlord Approved Construction over One Hundred Thousand Dollars ($100,000.00). Each contractor must first be approved in writing by Landlord. Tenant shall cause its contractors to submit to Landlord an estimate of prior to entering the cost of the proposed work, certified by the architect who prepared such plans Complex certificates and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other endorsements evidencing liability insurance meeting the requirements for Tenant’s commercial generally liability policy set forth in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured Article 10 hereof and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s workers compensation coverage and employer’s liability coveragecoverage as required by law. Prior to the commencement of any construction activityEach commercial general liability policy shall name as additional insureds Landlord, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration’s property manager, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesand Landlord’s Mortgagees.

Alterations. Tenant shall not at make or suffer to be made any time during the Term of this Lease make any openings in the roof alterations, additions, or exterior walls improvements to or of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion part thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such which Landlord may withhold in its sole discretion, except that Landlord’s consent shall not be required for non-structural Alteration is alterations costing less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars fifty thousand dollars ($50,000.00) in that are not visible from the aggregate per calendar yearexterior of the Premises. No Alteration All alterations, additions, and improvements to the Premises for which Landlord’s consent is required Premises, including but not limited to floor coverings, wall coverings, window coverings, paneling, and built-in cabinet work, but excluding movable furniture, trade fixtures, and other unattached personal property, shall be commenced by Tenant until Tenant has furnished Landlord with on the expiration of the Term become a satisfactory certificate or certificates from an insurance company acceptable part of the realty and belong to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance surrendered with any applicable governmental law, statute, ordinance the Premises whether or regulationnot installed with Landlord’s consent. Upon completion of any Alteration by Tenant hereunderNotwithstanding the foregoing, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantshall, at its sole cost and expense, will make all Alterations on remove any alterations, additions, or improvements designated for removal by Landlord upon written notice given to Tenant within thirty (30) days after the termination of this Lease. If Tenant receives any such designation at least ten (10) days before the termination of this Lease, the removal shall be completed prior to termination. Otherwise the removal shall be completed within ten (10) days after Tenant’s receipt of Landlord’s designation. Tenant shall repair any damage to the Premises caused in connection with the removal of any items pursuant to this article and restore all damaged areas to a condition consistent with the surrounding finish. Landlord’s consent to any alterations, additions, or improvements, when given, shall be deemed to be conditioned upon Tenant acquiring any governmental approvals or permits which may be necessary by the act or neglect of any other person or corporation (public or private)required, except for Landlordall at Tenant’s sole cost and expense. All alterations, its agentsadditions, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, improvements shall be submitted to made by Tenant at Tenant’s sole cost and approved expense by licensed contractors and in compliance with all laws and regulations. If requested by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish provide a Payment and Performance Bond for Landlord Approved Construction over One Hundred Thousand Dollars ($100,000). Each contractor must first be approved in writing by Landlord. Tenant shall cause its contractors to submit to Landlord an estimate of prior to entering the cost of the proposed work, certified by the architect who prepared such plans Premises certificates and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other endorsements evidencing liability insurance meeting the requirements for Tenant’s commercial generally liability policy set forth in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured Article 10 hereof and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s workers compensation coverage and employer’s liability coveragecoverage as required by law. Prior to the commencement of any construction activityEach commercial general liability policy shall name as additional insureds Landlord, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration’s property manager, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesand Landlord’s Mortgagees.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises137]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and138 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent139 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];140 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall not at any time during permit alterations in or to the Term Leased Premises unless and until Landlord has approved the plans therefor in writing. Notwithstanding the foregoing, Tenant shall have the right without Landlord's consent, and in compliance with all other provisions of this Lease Section, to make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical, electrical, plumbing or non-systems repairsother building systems, do not adversely affect the Building's appearance or value, and the cost of which does not exceed Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Authorized Alterations"), provided that ▇▇▇▇▇▇ gives Landlord fifteen (15) business days prior written notice of any such alterations, along with copies of plans and specifications relating thereto. Landlord may specify any alterations which Tenant will be required to remove and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall, at Landlord's option, become a part of the realty and the property of Landlord and shall not be unreasonably withheldremoved by Tenant. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall ensure that all alterations shall be commenced by Tenant until Tenant has furnished Landlord made in accordance with a satisfactory certificate or certificates from an insurance company acceptable to Landlordall applicable Laws, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner and of quality at least equal to the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion this Lease shall be construed to constitute Landlord's consent to the creation of any Alteration by Tenant hereunderlien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall furnish cause such lien to be discharged of record or bonded over within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration and any related lien. ▇▇▇▇▇▇ agrees that at ▇▇▇▇▇▇▇▇'s option, Landlord or a copy subsidiary or affiliate of Landlord, who shall receive a fee as Landlord's construction manager or general contractor, shall perform all work on any alterations to the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Leased Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall are not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesAuthorized Alterations.

Alterations. (a) Tenant may make, with respect to any Site, any non-structural alterations it may desire not exceeding the Annual Alteration Threshold in any 12-month period without Landlord’s prior written consent. Any alterations and additions (1) which will exceed the Annual Alteration Threshold or (2) is structural in nature, shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof withoutrequire, in each instancecase, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided which consent shall not be unreasonably withheld, conditioned or delayed. Any improvements and alterations shall remain the total cost property of Tenant unless paid for by Landlord or purchased by Landlord as noted above as part of the Bowling Equipment; provided, however, such alterations and improvements (other than the Bowling Equipment) which are not removed by Tenant as the end of the Term shall become Landlord’s property at the expiration or earlier termination of the Lease without further act, deed or payment. All structural and non-structural Alteration alterations and additions (i) shall not adversely affect the value, use or operations of a Site for the Permitted Use, (ii) shall be completed in compliance with all laws, codes, rules, regulations and ordinances, and (iii) if performed without Landlord’s prior written consent, shall not adversely affect in any way the structural exterior or roof elements of the Premises (excluding installations installed upon the exterior and roof which do not adversely affect the structural or operating integrity of such item). Tenant shall give prior written notice of any structural alterations, additions or improvements to Landlord. At Landlord’s option, any improvement made without Landlord’s consent shall be removed and the area repaired at Tenant’s expense at the termination of the Term. (b) In no event shall Tenant be permitted to install underground storage tanks or fuel systems on the Premises, or any portion thereof, including at any Site. (c) All alterations, additions or improvements requiring Landlord’s consent, including pursuant to this paragraph 23 or paragraph 10 above, shall be made at Tenant’s sole cost and expense as follows: (i) Tenant shall submit to Landlord, for Landlord’s written approval, complete plans and specifications for all work to be done by Tenant. Such plans and specifications shall be prepared by the licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, ordinances, rules and regulations, shall not adversely affect the structural elements of the Premises, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the Premises, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. (ii) Landlord shall notify Tenant in writing within thirty (30) calendar days whether Landlord approves, approves on condition that Tenant reverse the alteration at Tenant’s expense at the termination or expiration of this Lease, or disapproves such plans and specifications. Tenant may submit to Landlord revised plans and specifications for Landlord’s prior written approval, which approval shall not be withheld, conditioned or delayed if (a) the work to be done would not, in Landlord’s reasonable judgment, adversely affect the value, character, rentability or usefulness of the Premises or any part thereof, or (b) the work to be done shall be required by any Law (hereinafter defined). Tenant shall pay all costs, including the fees and expenses of the licensed architect(s) and engineer(s), in preparing such plans and specifications. (iii) All material mutual changes (other than field changes for which no change order is less than Twenty Thousand Dollars ($20,000.00) per occurrence proposed and less than Fifty Thousand Dollars ($50,000.00which will be reflected in the final “as built” plans) in the aggregate per plans and specifications approved by Landlord shall be subject to Landlord’s prior written approval (not to be unreasonably withheld, conditioned or delayed). If Tenant wishes to make such change in approved plans and specifications, Tenant shall have such architect(s) or engineer(s) prepare plans and specifications for such change and submit them to Landlord for Landlord’s written approval. Landlord shall notify Tenant in writing promptly (but in no event less than five (5) calendar yeardays) whether Landlord approves, approves on condition that Tenant reverse the alteration at Tenant’s expense at the termination or expiration of this Lease, or disapproves such change (and the reasons therefor). No Alteration Tenant may submit to Landlord revised plans and specifications for such change for Landlord’s written approval. After Landlord’s written approval of such change, such change shall become part of the plans and specifications approved by Landlord. (iv) Tenant shall obtain and comply with all building permits and other government permits and approvals required in connection with the work. Tenant shall, through Tenant’s licensed contractor, perform the work substantially in accordance with the plans and specifications approved in writing by Landlord. Tenant shall pay, as Additional Rent, the entire cost of all work (including the cost of all utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions or improvements. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expenses incurred by Tenant on account of any plans and specifications, contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work. (v) Tenant shall give at least ten (10) calendar days prior written notice to Landlord of the date on which construction of any work to be done by outside contractors which involves the roof, a structural element of the building, or otherwise requires Landlord’s approval or consent. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord and the Premises, or any portion thereof, from liens, and to take any other action Landlord deems necessary to remove or discharge Liens at the expense of Tenant. (vi) All alterations, additions, improvements, and fixtures, whether temporary or permanent in character, made in or to the Premises for which by Tenant, shall become part of the Premises and Landlord’s consent is required property at the expiration or earlier termination of the Lease, except those which are readily removable without causing material damage to the Premises (which shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and remain the property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulationTenant). Upon termination or expiration of this Lease, Tenant shall, at Tenant’s expense, remove all of Tenant’s Personal Property and, for any Site which Landlord has not Purchased the Bowling Equipment, such Bowling Equipment, from the Premises (but not the Improvements) and repair all damage caused by such removal and restore the Premises to the condition required by this Lease. Termination of this Lease shall not affect the obligations of Tenant pursuant to this paragraph 23(c) to be performed after such termination. (vii) Promptly following the completion of any Alteration by Tenant hereunderalteration, addition, or improvement to the Premises requiring consent, Tenant shall furnish Landlord with a copy in electronic form acceptable to Landlord of the complete plans and specifications for such work (including, if available, so-called “as as-built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises).

Alterations. Tenant Subtenant shall not at make or permit to be made, any time during improvements. additions, or alterations, painting, carpeting or decorations, structural or otherwise, in or to the Term of this Lease make any openings in the roof Sublease Premises or exterior walls of the Building or make any alteration, addition or improvement to the Premises without (collectively, “Alterations”i) or any portion thereof without, in each instance, obtaining the prior written consent of Landlord Sublandlord, which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, conditioned or delayed (provided the total cost of that no such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required for minor alterations that are not structural in nature, including painting, carpeting or decorations), (ii) obtaining the prior written consent of Prime Landlord, such consent to be granted or withheld by Prime Landlord in accordance with the terms of the Prime Lease, and (iii) complying with all the terms and conditions of the Prime Lease related thereto, including without limitation payment of its contractors and obtaining final lien waivers from all contractors. Subtenant shall obtain commercial general liabilitypromptly provide Sublandlord all municipal approvals and any documentation approved by Prime Landlord related to any such improvements, workeradditions or alterations. Additionally, in connection with the undertaking of any such work by Subtenant in the Sublease Premises, (y) Subtenant’s compensation contractors shall comply with any and all rules and regulations with respect thereto promulgated by Sublandlord or Prime Landlord, and (z) Subtenant shall be responsible for any related payments to the Prime Landlord required under the Prime Lease for such other liability insurance in such amounts improvements, additions or alterations. Except as may be reasonably required prohibited by Landlord naming Landlord as an additional insured law, Subtenant shall indemnify Sublandlord and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior hold it harmless from any injury to the commencement Sublease Premises or the Building or loss of life or injury to persons or property in or around the Sublease Premises or the Building resulting from such early occupancy by Subtenant and its contractors. In any construction activityinstance where Sublandlord’s consent or approval is required with respect to Alterations, certificates of such insurance coverages that consent or approval shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide deemed given if the Prime Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premiseshas given its consent or approval.

Alterations. Tenant shall not at make no changes in or to demised premises of any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement nature without Owner's prior written consent. Subject to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as Owner and to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentenceprovisions of this articles, Tenant at Tenant's expense, may make non-structural Alterations without obtaining Landlord’s prior written consentalterations, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence installations, additions or improvement which are nonstructural and less than Fifty Thousand Dollars ($50,000.00) which do not affect utility services or plumbing and electrical lines, in the aggregate per calendar year. No Alteration or to the Premises for which Landlord’s consent is interior of demised premises by using contractors or mechanics first approved by Owner. Tenant shall, before making any alterations, installations, additions or improvement, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall be commenced by deliver promptly duplicates of all such permits, approvals and certificates to Owner and Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable agrees to Landlordcarry and will cause Tenant's contractors and sub-contractors to carry such ▇▇▇▇▇▇▇'▇ compensation, evidencing workmen’s compensation coveragegeneral liability, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability personal and property damage insurance as Owner may require. If any mechanic's lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to any person have done for, or propertymaterials furnished to, on Tenant, whether or off not done pursuant to this article, the Premises, arising out of and during the making of such Alterations. Any Alteration same shall be discharged by Tenant hereunder within ten days thereafter, at Tenant's expense, bu filling the bond required by law. All fixtures and all paneling, partitions, railing and installations, installed in the premises at any times, either by Tenant or by Owner in Tenant's behalf, shall, upon installations, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later then twenty days prior to the date fixed as the termination of this lease, elects to relinquish Owner's rights thereto and to have them removed by Tenant, in which event, the same shall be done removed from the premises by Tenant prior to the expirations of the lease, at Tenant's expense. Nothing in a good this article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveables office furniture and workmanlike manner in compliance with any applicable governmental lawequipment, statute, ordinance or regulation. Upon completion but upon removal of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy such from the premises or upon removal of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts installations as may be reasonably required requires by Landlord naming Landlord as an additional insured Owner. Tenant shall immediately and providing liability coverage during all phases of construction includingat its expense, without limitation: (a) contractor’s repair and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior restore the premises to the commencement condition existing prior ro installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of any construction activity, certificates of such insurance coverages the term remaining in the premises after Tenant's removal shall be provided to Landlord. Before commencing any Alterationdeemed abandoned and may, Tenant shall provide Landlord with a written certification that at the Alteration does not have any adverse environmental impact on election of Owner, either be retained as Owner's property or may be removed from the premisespremises by Owner at Tenant's expense.

Alterations. After the Commencement Date, Tenant shall not at any time during the Term of this Lease make any openings in the roof additions, changes, alterations or exterior walls of the Building or make any alteration, addition or improvement to the Premises improvements (collectively, “Alterations”) to the Premises or any portion thereof withoutthe Building, in each instance, without the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheldLandlord. Notwithstanding the preceding sentence, Tenant may make non-structural All Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmenat Tenant’s compensation coverage, sole cost and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done performed in a good and workmanlike manner and all materials used shall be of a quality comparable to those in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may and the Building and shall be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) in accordance with plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord. All Alterations shall be performed in accordance with reasonable requirements established by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish including, upon Landlord’s request, provision of a lien and completion bond in an amount equal to Landlord an estimate 150% of the cost of the proposed workAlterations. In any case, certified by the architect who prepared such Tenant shall pay Landlord a reasonable fee to cover Landlord’s costs incurred in reviewing Tenant’s plans and specifications; (c) . Tenant shall maintain a safe working environment, including the continuation of all contracts for fire and security protection devices, if any, previously installed in the Premises by Landlord. All damages or injury done to the Premises or the Building by Tenant or by any proposed work persons who may be in or upon the Premises or the Building with the express or implied consent of Tenant, including but not limited to the cracking or breaking of any glass of windows and doors, shall be submitted paid for by Tenant and Tenant shall pay for all damage to and approved the Building caused by Landlordacts or omissions of Tenant or Tenant’s officers, which approval contractors, subcontractors, agents, invitees, licensees, employees, successors or assigns. If Landlord consents to any Alterations by Tenant, the same shall not be unreasonably withheld deemed a warranty as to the adequacy of the design, workmanship or delayed; quality of materials, and (d) Landlord hereby expressly disclaims any responsibility or liability for the same. Landlord shall under no circumstances have any obligation to repair, maintain or replace any portion of any Alterations. Except as otherwise provided herein, all Alterations, except Tenant’s moveable personal property that does not become a part of the Building shall remain in and be surrendered with the Premises as a part thereof at the expiration or sooner termination of this Lease. Landlord may require Tenant shall either furnish to Landlord a bond in form remove any Alterations and substance satisfactory to Landlord, or such other security reasonably satisfactory restore the Premises to Landlord its condition prior to insure payment for the completion of any Alterations at the expiration or termination of the Term, such work to occur at Tenant’s expense and Tenant shall repair all work free and clear damage to the Premises or Building occurring as a result of lienssuch removal or restoration. If Tenant further agrees that all contractors engaging in fails to remove any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts Alterations as may be reasonably required by Landlord naming or repair any damage occurring during such removal, Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided entitled to Landlordremove any Alterations or make such repairs, at Tenant’s expense. Before commencing any Alteration, Tenant shall provide Landlord comply with a written certification that the Alteration does not have any adverse environmental impact on the premisesall applicable laws, codes and regulations in connection with all Alterations.

Alterations. 3. Tenant shall not at make no changes in or to demised premises of any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement nature without Owner's prior written consent. Subject to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as Owner and to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentenceprovisions of this articles, Tenant at Tenant's expense, may make non-structural Alterations without obtaining Landlord’s prior written consentalterations, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence installations, additions or improvement which are nonstructural and less than Fifty Thousand Dollars ($50,000.00) which do not affect utility services or plumbing and electrical lines, in the aggregate per calendar year. No Alteration or to the Premises for which Landlord’s consent is interior of demised premises by using contractors or mechanics first approved by Owner. Tenant shall, before making any alterations, installations, additions or improvement, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall be commenced by deliver promptly duplicates of all such permits, approvals and certificates to Owner and Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable agrees to Landlordcarry and will cause Tenant's contractors and sub-contractors to carry such ▇▇▇▇▇▇▇'▇ compensation, evidencing workmen’s compensation coveragegeneral liability, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability personal and property damage insurance as Owner may require. If any mechanic's lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to any person have done for, or propertymaterials furnished to, on Tenant, whether or off not done pursuant to this article, the Premises, arising out of and during the making of such Alterations. Any Alteration same shall be discharged by Tenant hereunder within ten days thereafter, at Tenant's expense, bu filling the bond required by law. All fixtures and all paneling, partitions, railing and installations, installed in the premises at any times, either by Tenant or by Owner in Tenant's behalf, shall, upon installations, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later then twenty days prior to the date fixed as the termination of this lease, elects to relinquish Owner's rights thereto and to have them removed by Tenant, in which event, the same shall be done removed from the premises by Tenant prior to the expirations of the lease, at Tenant's expense. Nothing in a good this article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveables office furniture and workmanlike manner in compliance with any applicable governmental lawequipment, statute, ordinance or regulation. Upon completion but upon removal of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy such from the premises or upon removal of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts installations as may be reasonably required requires by Landlord naming Landlord as an additional insured Owner. Tenant shall immediately and providing liability coverage during all phases of construction includingat its expense, without limitation: (a) contractor’s repair and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior restore the premises to the commencement condition existing prior ro installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of any construction activity, certificates of such insurance coverages the term remaining in the premises after Tenant's removal shall be provided to Landlord. Before commencing any Alterationdeemed abandoned and may, Tenant shall provide Landlord with a written certification that at the Alteration does not have any adverse environmental impact on election of Owner, either be retained as Owner's property or may be removed from the premisespremises by Owner at Tenant's expense.

Alterations. (a) Tenant shall not at any time during the Term of this Lease make any openings no alterations, additions or improvements in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectivelyPremises, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar yearthen only by contractors or mechanics approved by Landlord. No Alteration to the Premises for Tenant agrees that there shall be no construction or partitions or other obstructions which might interfere with Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord free access to mechanical installations or service facilities of the Building or Project or interfere with a satisfactory certificate the moving of Landlord’s equipment to or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person the enclosures containing said installations or property, on or off the Premises, arising out of and during the making of facilities. All such Alterations. Any Alteration by Tenant hereunder work shall be done at such times and in a good such manner as Landlord may from time to time designate. Tenant covenants and workmanlike manner agrees that all work done by Tenant shall be performed in full compliance with any applicable all laws, rules, orders, ordinances, regulations and requirements of all governmental lawagencies, statuteoffices, ordinance or regulation. Upon completion and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Insurance Service Offices formerly known as the Pacific Fire Rating Bureau, and of any Alteration by Tenant hereundersimilar body. Before commencing any work, Tenant shall furnish give Landlord with a copy at least ten days written notice of the “as built” plans covering proposed commencement of such construction. work and shall, if required by Landlord, secure at Tenant, at its sole ’s own cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private)a completion and lien indemnity bond, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of lienssaid work. Tenant further covenants and agrees that any mechanic’s lien filed against the Premises or against the Building or Project 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, within ten days after the filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all contractors engaging wall-covering, built-in any construction activity cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and for the benefit of like installed by Tenant, and Tenant for which shall repair all damage resulting from such removal or, at Landlord’s consent option, shall be required shall obtain commercial general liability, worker’s compensation and pay to Landlord all costs arising from such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; removal. (b) blanket contractual All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the lease term when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability coverage; (c) broad form property damage insurance; to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and (d) statutory workerall expenses incurred in such removal, including court costs and attorneys’ fees and storage charges on such effects for any length of time that the same shall be in Landlord’s compensation coverage possession. Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and employer’s liability coverage. Prior without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord and upon the expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises114]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and115 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent116 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];117 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Estate from any proposed works to or at the Premises[ or the Estate]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises114]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and115 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent116 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];117 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall not make, or suffer to be made, any ----------- alterations, improvements or additions in, on, about or to the Premises or any part thereof, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed) and without a valid building permit issued by the appropriate governmental authority. As a condition to giving such consent, Landlord may require that Tenant agree to remove any such alterations, improvements or additions at any time during the Term termination of this Lease make Lease, and to restore the Premises to their prior condition. Unless Landlord requires that Tenant remove any openings in the roof such alteration, improvement or exterior walls of the Building or make addition, any alteration, addition or improvement to the Premises, except movable furniture and trade fixtures not affixed to the Premises, shall become the property of Landlord upon termination of the Lease and shall remain upon and be surrendered with the Premises at the termination of this Lease. Without limiting the generality of the foregoing, all heating, lighting, electrical (collectivelyincluding all wiring, “Alterations”) conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels), air conditioning, partitioning, drapery, and carpet installations made by Tenant regardless of how affixed to the Premises, together with all other additions, alterations and improvements that have become an integral part of the Building, shall be and become the property of the Landlord upon termination of the Lease, and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of this Lease. If, during the Term hereof, any alteration, addition or change of any sort to all or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statuteregulation, ordinance or regulation. Upon completion order of any Alteration by Tenant hereunderpublic agency, Tenant shall furnish Landlord with a copy of promptly make the “as built” plans covering such construction. Tenant, same at its sole cost and expense. If during the Term hereof, will make all Alterations on any alteration, addition, or change to the Premises which may be necessary Outside Area is required by the act law, regulation, ordinance or neglect order of any other person or corporation (public or private)agency, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans Landlord shall make the same and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed worksuch alteration, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work addition or change shall be submitted to a Outside Area Charge and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish pay said cost to Landlord a bond as provided in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesParagraph 12 above.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises123]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and124 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent125 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];126 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall not at any time during (a) Subject to the Term rights of this Lease Comenity to make any openings in alterations pursuant to the roof or exterior walls terms of the Building or make any alterationComenity Lease without the prior consent of Borrower, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the Borrower shall obtain Lender’s prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with alterations to any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by LandlordImprovements, which approval consent shall not be unreasonably withheld or delayed; delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to be undertaken by Borrower that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, or any Lease executed after the date hereof for which Lender’s approval was given, (b) Tenant shall furnish tenant improvement work performed pursuant to Landlord an estimate the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the cost exterior of the proposed workany building constituting a part of any Improvements, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and approved by Landlordprovisions of this Agreement, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond any alteration which costs less than the Threshold Amount (in form and substance satisfactory to Landlordthe aggregate for all current alterations at the Property), or such other security reasonably satisfactory to Landlord to insure payment for provided that, in all of the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: foregoing clauses (a) contractorthrough (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable by Borrower with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and owners protection; that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. (b) blanket contractual liability coverage; (c) broad form property damage insurance; Borrower shall not waive any material terms, covenants and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior conditions contained in any Major Tenant Lease upon the part of the Tenant thereunder to the commencement of be observed or performed in connection with any construction activity, certificates of alterations to be performed by any Tenant under any such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Major Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesLease.

Alterations. Except for any initial improvement of the Demised Premises pursuant to EXHIBIT "D", which shall be governed by the provisions of said EXHIBIT "D", Tenant shall not at make, suffer or permit to be made any time during the Term of this Lease make any openings in the roof alterations, additions or exterior walls improvements to or of the Building or make any alteration, addition or improvement to the Demised Premises (collectively, “Alterations”) or any portion thereof withoutpart thereof, in each instanceor attach any fixtures or equipment thereto, the prior without first obtaining Landlord's written consent of Landlord which consent, as to non-structural or non-systems repairs, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Notwithstanding Any such alterations, additions or improvements to the preceding sentenceDemised Premises consented to by Landlord shall be made by Landlord or under Landlord's supervision for Tenant's account and Tenant shall reimburse Landlord for all costs thereof (including construction coordination fees as set forth in EXHIBIT "D-1" if Landlord is coordinating the work or as set forth in EXHIBIT "D-2" if Tenant is coordinating the work), as Rent, within ten (10) days after receipt of a statement. This provision shall not apply to basic, non-material work within the Demised Premises, such as, by way of illustration but not limitation, picture hanging, furniture installation and the rearranging of offices within the Demised Premises, and Tenant may make non-structural Alterations cause such tasks to be performed without obtaining the prior consent of Landlord’s prior written consent. All such alterations, provided additions and improvements shall become Landlord's property at the total cost expiration or earlier termination of the Lease Term and shall remain on the Demised Premises without compensation to Tenant unless Landlord elects by notice to Tenant to have Tenant remove such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence alterations, additions and less than Fifty Thousand Dollars ($50,000.00) improvements, in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlordevent, evidencing workmen’s compensation coveragenotwithstanding any contrary provisions respecting such alterations, additions and insurance coverage improvements contained in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunderArticle 32 hereof, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantpromptly restore, at its sole cost and expense, will make all Alterations on the Demised Premises which may be necessary by to its condition prior to the act or neglect installation of any other person or corporation such alterations, additions and improvements excepting only (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (ai) plans reasonable wear and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; tear and (dii) Tenant shall either furnish to Landlord a bond in form casualty damage and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisescondemnation.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls The following is hereby added to Section 11(b) of the Building Original Lease: “Landlord shall have the right of written consent, not to be unreasonably withheld, conditioned or make any alterationdelayed, addition for all plans and specifications for the proposed alterations or improvement to improvements (the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and during the making time for performance of such work, and may impose rules and regulations for contractors and subcontractors performing such work. Tenant shall also supply to Landlord any documents and information reasonably requested by Landlord in connection with Landlord’s consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all applicable laws. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant’s obligations under this Section, nor constitute any warranty or representation that the same complies with all applicable laws, for which Tenant shall at all times be solely responsible. Tenant shall pay Landlord a construction supervision fee of five percent (5%) of the cost of the Alterations as Additional Rent hereunder. All such Alterations shall remain the property of Tenant until the expiration or earlier termination of this Lease, at which time they shall be and become the property of Landlord; provided, however, that, subject to the terms below, Landlord may, at Landlord’s option, require that Tenant, at Tenant’s expense, remove any or all Alterations made by Tenant and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to the construction of any such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with In any applicable governmental lawevent, statuteTenant, ordinance or regulation. Upon completion of any Alteration by Tenant hereundernot Landlord, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantshall, at its sole cost and expense, will make remove all cabling and wiring installed by or on behalf of Tenant at or servicing the Premises. All such removals and restoration shall be accomplished in a first-class and good and workmanlike manner so as not to cause any damage to the Premises or Project whatsoever. If Tenant fails to remove such Alterations or Tenant’s trade fixtures or furniture or other personal property, Landlord may keep and use them or remove any of them and cause them to be stored or sold in accordance with applicable law, at Tenant’s sole expense. In addition to and wholly apart from Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the Premises which may be necessary by value of Alterations within the act Premises, and on Tenant’s interest pursuant to this Lease, or neglect any increase in any of the foregoing based on such Alterations. To the extent that any other person such taxes are not separately assessed or corporation (public or private)billed to Tenant, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, Tenant shall be submitted pay the amount thereof as invoiced to and approved Tenant by Landlord. Notwithstanding anything to the contrary contained herein, which approval shall not be unreasonably withheld or delayed; so long as Tenant’s written request for consent for a proposed Alteration (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior , the initial Tenant Alterations made to the commencement of Expansion Space) contains the following statement in large, bold and capped font “PURSUANT TO SECTION 11 OF THE LEASE, IF LANDLORD CONSENTS TO THE SUBJECT ALTERATION, LANDLORD SHALL NOTIFY TENANT IN WRITING WHETHER OR NOT LANDLORD WILL REQUIRE SUCH ALTERATION TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE.”, at the time Landlord gives its consent for any construction activityAlterations, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alterationif it so does, Tenant shall provide also be notified whether or not Landlord will require that such Alterations be removed upon the expiration or earlier termination of this Lease. If Tenant’s written notice strictly complies with a written certification the foregoing and if Landlord fails to notify Tenant within twenty (20) days whether Tenant shall be required to remove the subject Alterations at the expiration or earlier termination of this Lease, it shall be assumed that with respect to Tenant’s obligation to remove the Alteration does subject Alterations, Landlord shall not have any adverse environmental impact on require the premisesremoval of the subject Alterations.”

Alterations. (a) If the Tenant requests that the Landlord make alterations in or additions to the Premises, and the Landlord agrees, such work will be performed under separate written contract to be negotiated between the Landlord and Tenant. The Tenant shall not at any time during the Term of this Lease make or permit anyone to make any openings alterations in the roof or exterior walls of the Building or make any alteration, addition or improvement additions to the Premises (collectively, “Alterations”hereinafter collectively called "Improvements") or install any portion thereof withoutequipment of any kind which will require any Improvements to the Premises, or which require the use of the Building Service Systems (defined below), without the Landlord's advance written consent in each instance, the prior written . The Landlord may consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises Tenant's request to make improvements after the Tenant furnishes the Landlord with plans and specifications therefor, names and addresses of contractors who will perform the work, and indemnification of the Landlord against claims, costs, damages, liabilities and expenses, each in form and amount satisfactory to the Landlord. The Landlord agrees to provide prompt review of Tenant's alteration request, 60 days or less depending on the complexity of the project, and will call for which a project review meeting if any problems surface during the course of this review that require further input or discussion from the Tenant. The Landlord will not unreasonably delay the commencement of a Landlord’s consent is required -approved alteration project as long as the Tenant has complied with the requirements set forth in paragraph 8(a). All Improvements shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done installed in a good and workmanlike manner in compliance with and only new, high grade materials shall be used. Whether the Tenant furnishes the Landlord the foregoing or not, the Tenant hereby agrees to indemnify, defend and hold the Landlord harmless from and defend it against any applicable governmental lawand all claims, statuteactions, ordinance or regulation. Upon completion damages, liabilities and expenses of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost every kind and expense, will make all Alterations on the Premises description which may arise out of or be necessary by connected in anyway with the act Improvements or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractorsthe installation thereof. Before commencing any Alterations (a) plans and specifications thereforwork in the Premises or delivering any materials into the Building, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) the Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that certificate of insurance from all contractors performing labor or furnishing materials, insuring the Alteration does not have any adverse Landlord against all claims, costs, damages, liabilities and expenses which may arise out of or be connected in anyway with the Improvements or the installation thereof. The Tenant shall promptly furnish information regarding increase in the use of utilities, environmental impact on services, and other services by the premises.Tenant which the parties agree will be the basis for additional rent to be charged to the Tenant pursuant to this Lease. The Tenant shall ensure all work performed is in full compliance with the most current version of the "199X Contractor Guide", as

Alterations. 18.1. Except for the Tenant Improvements, Tenant shall make no alterations, additions or improvements in or to the Premises or engage in any construction, demolition, reconstruction, renovation, or other work (whether major or minor) of any kind in, at, or serving the Premises (“Alterations”) without Landlord’s prior written approval, which approval Landlord shall not at any time during the Term of this Lease make any openings unreasonably withhold; provided, however, that in the roof event any proposed Alteration affects (a) any structural portions of the Building, including exterior walls, roof, foundation or core of the Building, (b) the exterior walls of the Building or make (c) any alterationBuilding systems, addition or improvement to the Premises (collectivelyincluding elevator, “Alterations”) or any portion thereof withoutplumbing, air conditioning, heating, electrical, security, life safety and power, then Landlord may withhold its approval with respect thereto in each instanceits sole and absolute discretion; and provided, the prior written consent of Landlord which consentfurther, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, that Tenant may make non-structural (w) install Alterations without obtaining whereby the aggregate cost of such Alterations do not exceed One Hundred Thousand Dollars ($100,000) per year, (x) install solar panels on its pro rata share of the Building’s roof for Tenant’s sole use for research and development or for generation of electricity, subject to Landlord’s prior written consent, provided the total cost of such nonwhich Landlord shall not unreasonably withhold, (y) install a UPS/back-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration up generator to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off service the Premises, arising out the size of which and during the location and size of the pad on which it would sit being subject to the prior written approval of the City of Newark and Landlord (Landlord’s approval not to be unreasonably withheld), with Tenant being obligated to remove the generator and pad upon the expiration or earlier termination of this Lease, and (z) install and maintain its own security system (including card readers, cameras and on-site security guards), which Tenant shall remove upon the expiration or earlier termination of the Lease, unless otherwise directed by Landlord in writing at least ninety (90) days prior to the expiration or earlier termination of this Lease. Tenant shall, in making of any such Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (14) days in advance of any proposed construction, with plans, specifications, bid proposals, work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request. 18.2. Tenant shall not construct or permit to be constructed partitions or other obstructions that might interfere with free access to mechanical installation or service facilities of the Building, or interfere with the moving of Landlord’s equipment to or from the enclosures containing such installations or facilities. 18.3. Tenant shall coordinate reasonably with Landlord’s property management office in scheduling all work to be performed for or by Tenant. 18.4. Any Alteration work performed on the Premises or the Building by Tenant hereunder or Tenant’s contractors shall be done at such times and in a good such manner as Landlord may from time to time designate. Tenant covenants and workmanlike manner agrees that all work done by Tenant or Tenant’s contractors shall be performed in full compliance with any applicable governmental law, statute, ordinance or regulationApplicable Laws. Upon Within thirty (30) days after completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any AlterationAlterations, Tenant shall provide Landlord with complete “as-built” drawing print sets and electronic CADD files on disc (or files in such other current format in common use as Landlord reasonably approves or requires) showing any changes in the Premises. 18.5. Before commencing any work, Tenant shall give Landlord at least fourteen (14) days’ prior written notice of the proposed commencement of such work and shall, if required by Landlord, secure, at Tenant’s own cost and expense, a completion and lien indemnity bond satisfactory to Landlord for said work. Upon Tenant’s written certification request, Landlord shall notify Tenant whether Tenant shall be required to remove specified Alterations upon the expiration or earlier termination of this Lease. 18.6. All Alterations, additions and improvements, as well as the equipment listed on Exhibit D-2 attached hereto (the “Landlord-Provided Equipment”), subject to Section 18.8, shall (unless, prior to such construction or installation, Landlord elects otherwise) become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof. The Premises shall at all times remain the property of Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. All Tenant Improvements, Alterations and Signage installed by or under Tenant shall be the property of Landlord. 18.7. Tenant shall repair any damage to the Premises caused by Tenant’s removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 18.8. If Tenant shall fail, prior to termination of this Lease, to remove any of its effects from the Premises that Tenant is required to remove pursuant to this Lease, then Landlord may, at its option, remove the Alteration does not have same in any adverse environmental impact manner that Landlord shall choose and store said effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of said personal property. 18.9. Notwithstanding any other provision of this Article 18 to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including, without limitation, the Tenant Improvements made pursuant to the Work Letter without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 18.10. Tenant shall pay to Landlord an amount equal to Landlord’s out-of-pocket costs for Landlord’s plan review, coordination, scheduling and supervision of Alterations. For purposes of payment of such sum, Landlord shall submit to Tenant copies of all bills, invoices and statements covering the costs of such charges, and Tenant shall pay such amount to Landlord within thirty (30) days after receipt. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays caused by such work, or by reason of inadequate clean-up. 18.11. Within sixty (60) days after final completion of the Tenant Improvements (or any other Alterations performed by Tenant with respect to the Premises), Tenant shall submit to Landlord documentation showing the amounts expended by Tenant with respect to such Tenant Improvements (or any other Alterations performed by Tenant with respect to the Premises), together with supporting documentation reasonably acceptable to Landlord. 18.12. Tenant shall require its contractors and subcontractors performing work on the premisesPremises to name Landlord and its affiliates and lenders as additional insureds on their respective insurance policies. 18.13. If Tenant removes sells any of the Landlord-Provided Equipment, in addition to any of Landlord’s other remedies under this Lease, at law or in equity, Tenant shall pay one hundred percent (100%) of the proceeds of such sale to Landlord promptly after such sale.

Alterations. 10.1 The parties acknowledge that Tenant shall perform certain Leasehold Improvements (as defined in Exhibit D hereto) as described in the Work Letter attached hereto as Exhibit D. Except for the Leasehold Improvements, which shall be governed by the terms and conditions of the Work Letter and not this Article 10, Tenant shall not at any time during the Term of this Lease make any openings in the roof alterations, improvements, additions or exterior walls of the Building or make any alterationrepairs (including without limitation, addition or improvement to the Premises (collectivelyMajor Alterations, collectively “Alterations”) or any portion thereof without, in each instance, to the prior Premises without first obtaining Landlord’s written consent of Landlord thereto, which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld. Notwithstanding , conditioned or delayed; provided, however, (1) that Landlord may withhold its consent in its sole discretion to any Alterations which (a) are visible from the preceding sentenceexterior of the Buildings or the Project, Tenant (b) may make non-affect the Core Building Systems or any structural Alterations without obtaining Landlord’s prior written consentcomponents of the Buildings, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars or ($20,000.00c) per occurrence are prohibited by any Requirements (individually and less than Fifty Thousand Dollars collectively, a “Major Alteration”) and ($50,000.002) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is not required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such for Permitted Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental lawAs used herein, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as builtPermitted Alterations” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any means Alterations (a) plans that are not Major Alterations and specifications therefor, prepared (b) that cost less than one hundred thousand and 00/100 dollars ($100,000.00) for each project. Tenant may perform Permitted Alterations so long as Tenant informs Landlord in reasonable detail of the nature of the Permitted Alteration and otherwise complies with the provisions of this Article 10. Landlord may require that any alterations that affect the Core Building Systems or the structural components of the Buildings be performed by a licensed architect, shall be submitted to and contractor approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed. 10.2 Prior to commencing any Alteration other than a Permitted Alteration, Tenant shall submit detailed plans and specifications for Landlord’s review and approval. Landlord shall notify Tenant of its approval or disapproval of such plans and specification and the work described therein within fifteen (15) Business Days of receipt thereof. Landlord shall state in writing and in reasonable detail any objection to such Alteration. Tenant may revise its plans and specifications to incorporate such comments and, if Tenant does so, it may again request Landlord’s consent pursuant to the process described 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 Requirements. If Tenant desires to revise any plans and specifications to any material extent after obtaining Landlord’s approval thereof, Tenant shall re-submit such plans and specifications to Landlord for its approval as provided above. 10.3 All Alterations shall (a) be performed in such a manner as to maintain harmonious labor relations; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specificationsperformed in compliance with good construction safety practices; (c) comply with all contracts for any proposed work shall applicable Requirements; (d) be submitted to completed promptly and in a good and workmanlike manner and in accordance with the plans and specifications reasonably approved by Landlord, which approval shall if required; (e) not unreasonably disturb Landlord or other tenants in the Project; (f) be unreasonably withheld or delayedperformed at Tenant’s sole cost and expense; (g) be performed pursuant to validly issued building and construction permits; and (dh) Tenant shall either furnish to Landlord a bond in form be performed by contractors and substance satisfactory to Landlord, or such other security subcontractors reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required approved by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior prior to the commencement of such work who possess the requisite experiences, personnel, financial strength and other resources necessary to perform and complete the proposed Alteration in a good and workmanlike lien free manner while preserving all existing warranties related to the Premises of which Landlord has informed Tenant in writing. After completion of any construction activityAlterations, certificates Tenant will deliver to Landlord (1) a copy of “as built” plans and specifications depicting and describing such insurance coverages shall be provided to LandlordAlterations and (2) final sworn owners and contractors’ statements and unconditional, full and final lien waivers covering all labor and materials included in such Alteration. Before commencing During the performance of any AlterationAlterations, Tenant shall provide maintain, and shall cause its contractors to maintain, the insurance coverage described in Section 14.1A(v). 10.4 Each Alteration made by Tenant in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures), whether temporary or permanent in character, shall remain upon the Premises and shall become Landlord’s property at the expiration or sooner termination of this Lease without compensation to Tenant; provided, however, that Landlord with a written certification shall have the right to elect at the time Landlord gives its consent for such Alteration to require Tenant to remove that Alteration immediately prior to the termination of this Lease. To the extent specifically requested in writing by Tenant, Landlord shall inform Tenant at the time Landlord consents to any Alteration whether Landlord shall require removal of such Alteration at the expiration or termination of this Lease. In addition, upon Tenant’s request regarding specific existing or contemplated Permitted Alterations, Landlord shall inform Tenant if Landlord will require Tenant to remove such Permitted Alterations at the expiration or earlier termination of this Lease. Tenant shall, at its cost and expense, effect such removal and restore the Premises to the condition substantially similar to that existing immediately prior to the construction of the Alteration does not have on or before the expiration or termination of this Lease, subject to normal wear and tear and the terms of Article 15 and 16 below. The provisions of this Section 10.4 shall survive the expiration or any adverse environmental impact on the premisesearlier termination of this Lease.

Alterations. Tenant shall You agree that you will not at any time during the Term of this Lease make any openings in the roof alterations, additions or exterior walls of the Building or make any alteration, addition or improvement improvements to the Premises (collectivelyincluding, “Alterations”without limitation, the roof and wall penetrations) or any portion thereof without, in each instance, without the prior written consent of Landlord (or the consent given in this Lease if some other provision of this Lease expressly grants such consent), which consent, as to non-structural or non-systems repairs, shall consent will not be unreasonably withheld, delayed or conditioned. Notwithstanding If Landlord shall consent to any alterations, additions or improvements proposed by you, you shall construct the preceding sentencesame in accordance with all governmental laws, Tenant ordinances, rules and regulations and all requirements of Landlord's and your insurance policies and only in accordance with plans and specifications approved by Landlord; and any contractor or person selected by you to make the same, or, at Landlord's option and discretion, the alterations, additions or improvements (other than cosmetic alterations) shall be made by Landlord for your account and you shall fully reimburse Landlord for the entire cost thereof. You may, without the consent of Landlord, but at your own cost and expense and in good workmanlike manner erect such shelves, bins, machinery and other trade fixtures as you may make non-structural Alterations deem advisable, without obtaining altering the basic character of the Building and without overloading the floor or damaging the Building, and in each case after complying with all applicable governmental laws, ordinances, regulations and other requirements. All shelves, bins, work stations, terminals, cabling, machinery and trade fixtures installed by you or on your behalf may be removed by you prior to the termination of this Lease if you so elect, and shall be removed by the date of termination of this Lease or upon earlier vacating of the Premises if required by Landlord’s prior written consent, provided the total cost of ; upon any such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration removal you agree to repair any damage caused to the Premises for which Landlord’s consent is required by such removal. All such removals and restoration shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done accomplished in a good and workmanlike manner so as not to damage the primary structure or structural quality of the Building. Notwithstanding the foregoing, you may make without Landlord's prior consent but only after written notice to Landlord, non-structural alterations which, in compliance with the aggregate, do not exceed $50,000. As to any applicable governmental lawalteration that does not require Landlord's consent, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish you will provide Landlord with a copy advance notification of the “as built” plans covering such constructionmaking of the alteration. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval You shall not be unreasonably withheld or delayed; (b) Tenant shall furnish required to Landlord an estimate of remove the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesInterior Modifications.

Alterations. (a) Tenant shall not make no alterations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord. Tenant agrees that there shall be no construction or partitions or other obstructions which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or Project or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Insurance Service Offices formerly known as the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least ten days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Building or Project 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, within ten days after the filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord's option, shall pay to Landlord all costs arising from such removal. (b) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term lease term when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease make for any openings cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects for any length of time that the roof same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said effects, or exterior walls any of the Building or make any alterationsame, addition or improvement to at private sale and without legal process, for such price as Landlord may obtain and apply the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost proceeds of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by sale upon any amounts due under this Lease from Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off upon the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. Tenant Notwithstanding any provisions of the Lease incorporated herein to the contrary, Subtenant shall not at any time during the Term of this Lease make any openings alterations, improvements or installations in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Subleased Premises (collectively, “Alterations”) or any portion thereof without, without in each instance, instance obtaining the prior written consent of both Landlord which consentand Sublandlord. Subtenant acknowledges that the Landlord and Sublandlord may grant, as withhold or condition its consent in its sole discretion. If Sublandlord and Landlord consent to non-structural any such alterations, improvements or non-systems repairsinstallations, Subtenant shall perform and complete such alterations, improvements and installations at its expenses, in compliance with applicable laws and in compliance with Section 13 and other applicable provisions of the Lease. If Subtenant performs any alterations, improvements or installations without obtaining the prior written consent of both Landlord and Sublandlord, Sublandlord may remove such alterations, improvements or installations, restore the Subleased Premises and repair any damage arising from such a removal or restoration after providing Subtenant with all appropriate notice and cure periods, and Subtenant shall be liable to Sublandlord for all costs and expenses incurred by Sublandlord in the performance of such removal, repairs or restoration. Notwithstanding any terms herein or incorporated herein by reference to the contrary, Subtenant shall not be unreasonably withheld. Notwithstanding the preceding sentenceobligated to pay Sublandlord any review or approval fees, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consentany construction management or oversight fees, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) or any other fees in the aggregate per calendar year. No Alteration connection with conducting approved alterations to the Premises for which Landlord’s consent is required Sublease Premises; provided, however, that Subtenant shall reimburse Sublandlord such “review fees”, if any, that may be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory owing to Landlord and protecting Landlord against public liability and property damage pursuant to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in Lease as a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion result of any Alteration attempts by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of Subtenant to undertake any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior alterations to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesSubleased Premises.

Alterations. (a) Without the prior written consent of Landlord, such consent not to be withheld unreasonably, Tenant shall not at any time during the Term of this Lease make any openings alterations, improvements, additions or utility installations within or to the Premises nor remove, modify or alter any fixtures, nor make any alterations to the "path of travel" (as that term is used in the roof or exterior walls of ADA and in the Building or make any alterationrules and regulations implementing the ADA), addition or improvement to within the Premises (collectively, “the "Alterations”) "). Any Alterations, shall, at ▇▇▇▇▇▇▇▇’s option, become part of the realty and belong to Landlord upon the expiration or any portion thereof withoutearlier termination of this Lease, in each instanceexcept for furniture, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence removable equipment and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration trade fixtures if and to the extent any such furniture, removal equipment and trade fixtures were paid for by Tenant. Tenant shall keep the Premises free from any liens arising out of any work performed for, material furnished to, or obligations incurred by the Tenant. It is further understood and agreed that under no circumstance is the Tenant to be deemed the agent of the Landlord for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate any Alterations, repair, or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off construction within the Premises, arising out the same being done at the sole expense of the Tenant. All contractors, materialmen, mechanics, and laborers are hereby charged with notice that they must look only to the Tenant for the payment of any charge for work done and materials furnished upon the Premises in connection with any Alterations, repair or construction by Tenant within the Premises during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; Term. (b) Tenant Any and all of Tenant’s contractors and sub-contractors constructing any Alterations, improvements, additions, utility installations or removing any fixtures shall furnish sign a "Contractors Hold Harmless Agreement" in the form attached hereto as Exhibit "B", to be provided to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted prior to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates such work. Contractor(s) or sub-contractor(s) who do not currently have a certificate of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant on file with Landlord shall provide Landlord with a certificate of insurance in which the commercial general liability coverage shall not be less than $1,000,000, combined single limit, naming Landlord as additional insureds. (c) Upon the expiration or sooner termination of the Term, Tenant shall, upon written certification demand by Landlord at least 60 days before the expiration or termination of the Term, at Tenant’s sole expense, with due diligence, remove any Alterations made by Tenant, designated by Landlord to be removed in its notice of approval therefor, and repair any damage to the Premises caused by such removal. Tenant shall remove all of its movable property and trade fixtures that can be removed without damage to the Alteration does not have any adverse environmental impact on Premises at the premisesexpiration or earlier termination of this Lease and shall pay Landlord for all damages from injury to the Premises or SUMC resulting from such removal.

Alterations. (a) Tenant shall not at any time during the Term of this Lease make any openings no alterations or improvements in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of and then only by contractors approved in writing by Landlord. All such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder work shall be done at such times and in a good and workmanlike such manner as Landlord may designate. All such work shall be performed in full compliance with any applicable and all laws, rules, orders, ordinances, directions, regulations and requirements now or hereafter in effect from time to time of all governmental lawand public agencies, statuteauthorities and bodies having jurisdiction thereover, ordinance or regulation. Upon completion and in full compliance with the rules and requirements of any Alteration by Tenant hereunderboard of fire underwriters and any similar body. Before commencing any work, Tenant shall furnish give Landlord with a copy at least five (5) days written notice of the “as built” plans covering proposed commencement of such construction. work and shall secure at Tenant, at its sole ’s own cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private)a labor and materials payment bond, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of lienssaid work. Tenant further covenants and agrees that any mechanic’s lien filed against the Premises or against 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, within ten (10) days after the filing thereof, at the cost and expense of Tenant. All alterations or improvements upon the Premises, made by either party, including (without limiting the generality of the foregoing) all contractors engaging wallcovering, built-in any construction activity cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the Term hereof, except that Landlord may, by written notice to Tenant, given at least thirty (30) days prior to the end of the Term, require Tenant to forthwith remove all partitions, counters, railings and for the benefit of like installed by tenant, and Tenant for which shall repair or, at Landlord’s consent option, shall be required shall obtain commercial general liability, worker’s compensation and pay to the Landlord all costs arising from such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; removal. (b) blanket contractual liability coverage; (c) broad form All articles of personal property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to movable partitions owned by Tenant or installed by Tenant at its expense in the commencement of any construction activity, certificates of such insurance coverages Premises shall be provided to Landlordand remain the property of Tenant and may be removed by Tenant at any time during the lease term when Tenant is not in default hereunder. Before commencing any Alteration, If Tenant shall provide fail to remove all of its effects from said Premises upon termination of this Lease the same shall be deemed abandoned by Tenant and Landlord with a written certification that the Alteration does not have may dispose of them in any adverse environmental impact on the premisesfashion it deems reasonable.

Alterations. 17.1 Except as otherwise set forth herein, Tenant shall not at any time during the Term of make no alterations, additions or improvements (hereinafter in this Lease make any openings article, "Improvements") in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the without Landlord's prior written consent of Landlord which consent, as to non-structural or non-systems repairs, which shall not be unreasonably withheldwithheld or delayed. Notwithstanding Tenant shall deliver to Landlord final plans and specifications and working drawings for the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable Improvements to Landlord, evidencing workmen’s compensation coverageand Landlord shall have ten (10) days thereafter to grant or withhold its consent. If Landlord does not notify Tenant of its decision within the ten (10) days, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in deemed to have given its approval. 17.2 If a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunderpermit is required to construct the Improvements, Tenant shall furnish deliver a completed, signed-off inspection card to Landlord with within ten (10) days of completion of the Improvements, and shall promptly thereafter obtain and record a notice of completion and deliver a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for thereof to Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, . 17.3 The Improvements shall be submitted to and constructed only by licensed contractors or mechanics. All contractors shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to . Any such contractor must have in force a general liability insurance policy of not less than $2,000,000 or such higher limits as Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlordmay reasonably require, which approval policy of insurance shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming name Landlord as an additional insured and providing liability coverage during all phases insured. Tenant shall provide Landlord with a copy of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior the contract with the contractor or mechanic prior to the commencement of any construction activity, certificates of such insurance coverages requiring Landlord's consent. 17.4 Tenant agrees that any work by Tenant shall be provided accomplished in such a manner as to Landlordpermit any fire sprinkler system and fire water supply lines to remain fully operable at all times except when minimally necessary for building reconfiguration work. 17.5 Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the rules, orders, directions, regulations, and requirements of any applicable fire rating bureau. Before commencing any Alteration, Tenant shall provide Landlord with "as-built" plans showing any material change in the Premises within thirty (30) days after completion. 17.6 Before commencing any work, Tenant shall give Landlord at least five (5) days' prior written notice of the proposed commencement of such work. 17.7 At the time Landlord consents to the Improvements pursuant to Section 17.1, Landlord and Tenant shall together identify (i) those Improvements which Tenant shall be required to remove upon the expiration or earlier termination of the Lease, and (ii) those Improvements which Tenant may remove upon the expiration or earlier termination of this Lease. Landlord and Tenant shall list any such Improvements on Schedule 1 attached hereto, designating those which Tenant shall be required to remove and those which Tenant may remove. With respect to those Improvements not so identified, Landlord and Tenant acknowledge and agree that Landlord's approval of the final plans and specifications and working drawings for the Improvements pursuant to Section 17.1 shall be deemed as Landlord's agreement that those Improvements not so identified shall become the property of Landlord upon the expiration or earlier termination of this Lease, and shall remain upon and be surrendered with the Premises as a written certification that part thereof. Those Improvements identified as Improvements which Tenant may remove are included within the Alteration term "Tenant's Removable Property" defined in Section 30.3. Notwithstanding the provisions of Section 30.3, Tenant shall, at Landlord's election, upon the expiration or earlier termination of this Lease, remove the Improvements which are identified as Improvements which Tenant shall be required to remove, and restore and return the Premises to the condition they were in when first occupied by Tenant, ordinary wear and tear, casualty and condemnation excepted. 17.8 Notwithstanding anything to the contrary herein, Tenant may construct non-structural alterations, additions and improvements in the Premises without Landlord's prior approval, if the cost of any such project does not have any adverse environmental impact on the premisesexceed Ten Thousand Dollars ($10,000).

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises136]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and137 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent138 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];139 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant Lessee shall not at any have the right from time during to time both before and after the Term of this Lease make any openings in the roof or exterior walls completion of the Building or Permitted Improvements and at ▇▇▇▇▇▇’s sole cost and expense to make any alterationadditions, addition or improvement alterations and changes, other than structural changes, to the Premises (collectivelyas is reasonably required to conduct the Permitted Use in compliance with the provisions of this Lease, “Alterations”) or any portion thereof withoutsubject, however, in each instanceall cases to the following: (a) Except as set forth herein, no alteration shall be made which would tend to (i) materially change the general design, use, character or structure of the Solar Energy Facility, or (ii) reduce or impair, to any material extent, the use of the Solar Energy Facility for the generation of electricity, subject to applicable laws and safety standards (any such alteration, a “Substantial Alteration”). (b) No Substantial Alteration shall be commenced except after prior written notice to and consent of Landlord from Lessor, which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld. Notwithstanding the preceding sentenceconditioned, Tenant may make non-structural withheld or delayed by Lessor. (c) Substantial Alterations without obtaining Landlord’s prior written consent, provided the total cost shall not include any repairs or replacement of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration parts to the Premises for which Landlord’s consent is required Permitted Improvements, as set forth in Section 2.1 and Exhibit B. (d) Any Substantial Alteration shall be commenced conducted under the supervision of a contractor, architect or engineer selected by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to ▇▇▇▇▇▇ and approved in writing by Landlord▇▇▇▇▇▇, which approval shall not be unreasonably conditioned, withheld or delayed; (b) Tenant , and no such Substantial Alteration shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such be made except in accordance with detailed plans and specifications; (c) all contracts for any proposed work shall be submitted to specifications and cost estimates prepared and approved in writing by Landlordsuch contractor, architect or engineer and approved in writing by ▇▇▇▇▇▇, which approval shall not be unreasonably conditioned, withheld or delayed; . (e) Any alteration or Substantial Alteration shall be made with reasonable dispatch (Force Majeure events excepted) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and buildings and zoning laws, and with all other Applicable Legal Requirements. (df) Tenant shall either furnish At or prior to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Substantial Alteration, Tenant shall Lessee will provide Landlord Lessor with a written certification that the Alteration does complete copies of all final plans and specifications therefor not have any adverse environmental impact on the premisespreviously provided.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any Tenant alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without(collectively, "Alterations") without in each instance, the prior written consent of Landlord which consentLandlord; provided, as however, upon notice to, but without the consent of Landlord, Tenant shall have the right to make any Alterations where same are non-structural structural, do not require openings on the roof or non-systems repairsexterior walls of the Improvements, shall do not be unreasonably withheld. Notwithstanding the preceding sentenceaffect any Building system, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars do not exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) in the aggregate per calendar yearin any twelve (12)-month period. No Alteration to the Premises for which Landlord’s 's consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s 's compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterationsalterations, additions or improvements. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “"as built” " plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations Alterations, involving an estimated cost of more than FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00): (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which Landlord (such approval shall not be unreasonably withheld or delayed); (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.;

Alterations. Tenant shall not at any time during the Term of this Lease make any openings permit alterations in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Leased Premises (collectivelyunless and until Landlord has approved the plans therefor in writing, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, such approval shall not be unreasonably withheld. Notwithstanding As a condition of such approval, Landlord may require Tenant to remove the preceding sentencealterations and restore the Leased Premises upon termination of this Lease; otherwise, Tenant may make non-structural Alterations without obtaining all such alterations shall at Landlord’s prior written consentoption become a part of the realty and the property of Landlord, provided and shall not be removed by Tenant. Landlord shall notify Tenant of any such requirement at the total cost time of approval of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar yearalterations. No Alteration to the Premises for which Landlord’s consent is required Tenant shall ensure that all alterations shall be commenced by Tenant until Tenant has furnished Landlord made in accordance with a satisfactory certificate or certificates from an insurance company acceptable to Landlordall applicable laws, evidencing workmen’s compensation coverageregulations and building codes, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion this Lease shall be construed to constitute Landlord’s consent to the creation of any Alteration by Tenant hereunderlien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall furnish cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Tenant agrees that at Landlord’s option, Duke Construction Limited Partnership or a copy subsidiary or affiliate of Landlord, who shall receive a fee as Landlord’s construction manager or general contractor, shall perform all work on (i) any alterations to the heating, ventilating and air conditioning systems serving the warehouse portion of the “as built” plans covering such construction. TenantLeased Premises, at its sole cost and expense, will make all Alterations on (ii) any alterations that change the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate floor plan of the cost of the proposed work, certified by the architect who prepared such plans Leased Premises from that which is attached hereto as Exhibit F and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord made a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisespart hereof.

Alterations. Tenant Borrower shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the obtain Le▇▇▇▇’s prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with alterations to any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by LandlordImprovements, which approval consent shall not be unreasonably withheld or delayed; . Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, Borrower’s ability to perform its obligations under the Loan Documents or the value of any Individual Property, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof (or, after the date hereof, which are approved or deemed approved or which do not require Lender approval hereunder), (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not materially and adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements (unless the Tenant shall furnish is obligated to Landlord an estimate maintain or repair any structural components of any Improvements pursuant to its Lease), (c) alterations performed in connection with the Restoration of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, (d) alterations required to comply with Legal Requirements or the terms of the Loan Documents or (e) alterations that are reasonably expected to cost less than the Threshold Amount, in the aggregate (provided that, for the avoidance of doubt, the cost of the proposed work, certified by the architect who prepared such plans purchasing and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval installing equipment shall not be unreasonably withheld included in the calculation of such aggregate cost). If the total unpaid amounts due and payable with respect to alterations to the Improvements with respect to an Individual Property or delayed; and any portion thereof (dother than such amounts to be paid or reimbursed by Tenants under the Leases or paid with insurance or condemnation proceeds or reserves established pursuant to the Loan Documents) Tenant shall either furnish at any time exceed the Threshold Amount, Borrower shall promptly deliver to Landlord a bond in form and substance satisfactory to Landlord, or such other Lender as security reasonably satisfactory to Landlord to insure payment for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that, at Lender’s option (if a Securitization has occurred), the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization or (D) a completion and performance bond or an irrevocable Letter of all work free Credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or Letter of Credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and clear that, at Lender’s option (if a Securitization has occurred), the applicable Rating Agencies have confirmed in writing will not, in and of liensitself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Tenant further agrees that all contractors engaging Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (or any construction activity portion thereof) (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Lender shall return such security to Borrower when the remaining cost for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to applicable alteration triggering the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that security is reduced below the Alteration does not have any adverse environmental impact on the premisesThreshold.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises124]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and125 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent126 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];127 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall You agree that you will not at any time during the Term of this Lease make any openings in the roof alterations, additions or exterior walls of the Building or make any alteration, addition or improvement improvements to the Premises (collectivelyincluding, “Alterations”without limitation, the roof and wall penetrations) or any portion thereof without, in each instance, without the prior written consent of Landlord Landlord: Tenant: RDM ----------- ------------- Landlord, which consent, as to non-structural or non-systems repairs, shall consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding If Landlord shall consent to any alterations, additions or improvements proposed by you, you shall construct the preceding sentencesame in accordance with all governmental laws, Tenant ordinances, rules and regulations and all requirements of Landlord's and your insurance policies and only in accordance with plans and specifications approved by Landlord; and any contractor or person selected by you to make the same. You may, without the consent of Landlord, but at your own cost and expense and in good workmanlike manner erect such shelves, bins, machinery and other trade fixtures as you may make non-structural Alterations deem advisable, without obtaining Landlord’s altering the basic character of the Building and without overloading the floor or damaging the Building, and in each case after complying with all applicable governmental laws, ordinances, regulations and other requirements. All shelves, bins, machinery and trade fixtures installed by you may be removed by you prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required termination of this Lease if you so elect, and shall be commenced removed by Tenant until Tenant has furnished Landlord with a satisfactory certificate the date of termination of this Lease or certificates from an insurance company acceptable upon earlier vacating of the Premises if required by Landlord; upon any such removal you agree to Landlord, evidencing workmen’s compensation coverage, restore the Premises to their original condition. All such removals and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder restoration shall be done accomplished in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance so as not to damage the primary structure or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy structural quality of the “as built” plans covering such constructionBuilding. TenantNotwithstanding the foregoing, at its sole cost and expense, will you may make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for without Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory 's prior consent but only after written notice to Landlord, or such other security reasonably satisfactory non-structural alterations which, in the aggregate, do not exceed $50,000. As to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees any alteration that all contractors engaging in any construction activity by and for the benefit of Tenant for which does not require Landlord’s consent shall be required shall obtain commercial general liability's consent, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall you will provide Landlord with a written certification that advance notification of the Alteration does not have any adverse environmental impact on making of the premisesalteration.

Alterations. (a) Tenant shall not make no alterations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord. Tenant agrees that there shall be no construction or partitions or other obstructions which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Insurance Service Offices formerly known as the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least ten days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against 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, within ten days after the filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord's option, shall pay to Landlord all costs arising from such removal. (b) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term lease term when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease make for any openings cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects for any length of time that the roof same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said effects, or exterior walls any of the Building or make any alterationsame, addition or improvement to at private sale and without legal process, for such price as Landlord may obtain and apply the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost proceeds of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by sale upon any amounts due under this Lease from Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off upon the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. (a) Tenant shall not at any time during the Term of this Lease make any openings no alterations, additions or improvements in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided and then only by contractors or mechanics approved by Landlord. Tenant agrees that there shall be no construction or partitions or other obstructions which might interfere with Landlord’s free access to mechanical installations or service facilities of the total cost Building or interfere with the moving of Landlord’s equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Insurance Service Offices formerly known as the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least ten days written notice of the proposed commencement of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence work and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar yearshall, if required by Landlord, secure at Tenant’s own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. No Alteration to Tenant further covenants and agrees that any mechanic’s lien filed against the Premises or against the Building for which 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, within ten days after the filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant given at the time Tenant requests Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterationsalteration (provided that Tenant’s request for consent specifically requires Landlord to make an election at the time of giving its consent), require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord’s option, shall pay to Landlord all costs arising from such removal. Any Alteration by Tenant hereunder Unless Landlord elects to contract for such service (in which event the cost shall be done included in Operating Expenses), Tenant shall, at Tenant’s sole expense, enter into a good maintenance agreement for the service and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion maintenance of any Alteration HVAC units servicing the Premises with a reputable maintenance service company approved by Tenant hereunder, Landlord. Tenant shall furnish Landlord with a copy copies of all such service contracts, which shall provide that they may not be canceled or changed without at least 30 days’ prior written notice to Landlord. Without limiting the “as built” plans covering such construction. generality of Section 23.2 hereof, if Tenant, at any time during the term of this Lease or any extensions or renewals thereof, fails to enter into, maintain or provide Landlord with copies of such maintenance agreement, or to have such work performed, Landlord shall have the right (but not the obligation), in its sole and absolute discretion, to obtain such maintenance agreement and/or have such work performed, and at Landlord’s option, in its sole and absolute discretion, Tenant shall either reimburse Landlord for the cost of such maintenance agreement or pay the cost of such service directly to the vender, and in either case, Tenant shall pay an administrative fee of ten percent (10%) of the cost of such agreement to Landlord for each instance where Landlord obtains such maintenance agreement on behalf of Tenant, as Additional Rent. Tenant shall, at Tenant’s sole expense, will make enter into a service contract for the washing of all Alterations on windows (both interior and exterior surfaces) in the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by Premise with a licensed architect, shall be submitted to and contractor approved by Landlord, which approval shall not be unreasonably withheld or delayed; contract provides for the periodic washing of all such windows at least once every six (b6) months during the Lease Term. Tenant shall furnish Landlord with copies of all such service contracts, which shall provide that they may not be canceled or changed without at least 30 days’ prior written notice to Landlord. Without limiting the generality of Section 23.2 hereof, if Tenant, at any time during the term of this Lease or any extensions or renewals thereof, fails to enter into, maintain or provide Landlord with copies of such service contract, or to have such work performed, Landlord shall have the right (but not the obligation), in its sole and absolute discretion, to obtain such service contract and/or have such work performed, and at Landlord’s option, in its sole and absolute discretion, Tenant shall either reimburse Landlord for the cost of such service contract or pay the cost of such service directly to the vender, and in either case, Tenant shall pay an estimate administrative fee of ten percent (10%) of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish service contract to Landlord a bond in form and substance satisfactory to Landlordfor each instance where Landlord obtains such service contract on behalf of Tenant, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; Additional Rent. (b) blanket contractual All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the lease term. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in any reasonable manner that Landlord shall choose, and store said effects without liability coverage; (c) broad form property damage insurance; to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and (d) statutory workerall reasonable expenses incurred in such removal, including court costs and attorneys’ fees and storage charges on such effects for any length of time that the same shall be in Landlord’s compensation coverage possession. Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and employer’s liability coverage. Prior without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord and upon the expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. Tenant shall not make any alterations to the Premises or any other aspect of the Project, without Landlord's prior written consent, which consent Landlord may withhold in its reasonable but subjective discretion. All permitted alterations must be performed in compliance with Landlord's standard rules and regulations regarding alterations. All alterations will become the property of Landlord and will remain upon and be surrendered with the Premises at any time during the end of the Term of this Lease make Lease; provided, however, Landlord may require Tenant to remove any openings in or all alterations at the roof or exterior walls end of the Building Term of this Lease. If Tenant fails to remove by the expiration or make any alterationearlier termination of this Lease all of its personal property, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof withoutalterations identified by Landlord for removal, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantmay, at its option, treat such failure as a hold-over pursuant to Subparagraph 11(b) above, and/or Landlord may (without liability to Tenant for loss thereof) treat such personal property and/or alterations as abandoned and, at Tenant's sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans expense and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory addition to Landlord's other rights and remedies tinder this Lease, at law or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitationequity: (a) contractor’s remove and owners protectionstore such items; and/or (b) blanket contractual upon ten (10) days' prior notice to Tenant, sell, discard or otherwise dispose of all or any such items at private or public sale for such price as Landlord may obtain or by other commercially reasonable means. Tenant shall be liable for all costs of disposition of Tenant's abandoned property and Landlord shall have no liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverageto Tenant with respect to any such abandoned property. Prior Landlord agrees to apply the commencement proceeds of any construction activitysale of any such property to any amounts due to Landlord under this Lease from Tenant (including Landlord's attorneys' fees and other costs incurred in the removal, certificates storage and/or sale of such insurance coverages shall items), with any remainder to be provided paid to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesTenant.

Alterations. ▇▇▇▇▇▇ has investigated the Premises to Tenant's satisfaction and has had the benefit of a full physical inspection thereof; and Tenant shall not at represents that it is fully familiar with the physical condition and state of repair of the Premises. Tenant accepts the Premises and all appurtenances thereto "as is", in their present condition and state of repair, subject to reasonable wear and tear, without any time during representation or warranty, express or implied, having been made by Landlord or by any person on Landlord's behalf with respect thereto and without any obligation on the Term of this Lease Landlord to make any openings in the roof improvements thereto. Landlord will have no obligation to do any redecorating or exterior walls of the Building remodeling or to make any alterationrepairs or alterations. Tenant will not make any alterations, addition additions or improvement improvements in or to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without first obtaining the prior written consent of Landlord, which Landlord which consent, as to non-structural may grant or non-systems repairs, shall not be unreasonably withheldwithhold in Landlord’s sole discretion. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlordwill obtain ▇▇▇▇▇▇▇▇’s prior written consent, provided the total cost approval of such non-structural Alteration any contractor or subcontractor who is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to perform work on the Premises for which Landlordat Tenant’s consent is required shall be commenced request. Landlord may require Tenant to post a bond, cash or other security to protect the Premises from mechanic’s liens. All alterations by Tenant until Tenant has furnished Landlord will be constructed with a satisfactory certificate or certificates from an insurance company acceptable to Landlordnew materials, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner manner, and in compliance with the plans and specifications approved by Landlord and all applicable laws, ordinances, rules, orders, regulations, or other requirements of governmental authorities. Tenant will pay for any applicable governmental lawlabor, statuteservices, ordinance materials, supplies or regulationequipment furnished or alleged to have been furnished to Tenant in or about the Premises, and will pay and discharge any mechanic’s, materialmen’s or other lien against the Premises resulting from ▇▇▇▇▇▇’s failure to make such payment or will contest the lien and deposit with Landlord cash equal to 150% of the amount of the lien. Upon completion of any Alteration by Tenant hereunderIf the lien is reduced to final judgment, Tenant shall furnish will discharge the judgment and ▇▇▇▇▇▇▇▇ will return the cash deposited by ▇▇▇▇▇▇. Landlord with a copy may post notices of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations non-responsibility on the Premises which may be necessary as provided by law. All alterations, additions and improvements to the act Premises made at Landlord’s or neglect of any other person or corporation (public or private)Tenant’s expense, except for Landlordmovable office furniture and Tenant’s movable trade fixtures and equipment, its agentswill become the property of Landlord upon installation and will be surrendered with the Premises upon termination of this Lease unless Landlord elects otherwise, employees or contractors. Before commencing any Alterations (a) plans and specifications thereforin writing, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord accordance with a written certification that the Alteration does not have any adverse environmental impact on the premisesSection 13 below.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenanta. LESSEE, at its sole cost and expense, will any at any time and from time to time may make all Alterations on improvements, alterations and additions provided, however, that no structural alterations or non-structural alterations in excess of $50,000 per alteration shall be made unless LESSOR shall first have given written approval of the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefortherefore, prepared by a licensed architectand unless LESSEE shall first have secured all necessary building permits. All such alterations, modifications, additions, or installations, except trade fixtures, when made, shall be submitted to become, the property of LESSOR and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate remain upon said Leased Premises as a part thereof at the end of the Term of this Lease. LESSOR agrees not to unreasonably withhold, condition or delay consent to any such alterations, modifications, additions, improvements or installations. If the LESSEE should make any such alterations, LESSEE hereby agrees to indemnify and defend LESSOR from any liability which LESSOR may sustain as a direct consequence thereof. b. Notwithstanding anything contained in this Lease to the contrary, all counters, shelving, equipment, furniture, trade fixtures, signs, or other personal property of whatever kind and nature kept or installed by or at the expense of LESSEE or owned by LESSEE, and all other erections, additions, and/or improvements made to, in or on the Leased Premises by and at the expense of LESSEE and susceptible of being removed from the Leased Premises without substantial damage thereto, shall remain the property of LESSEE and LESSEE may remove the same or any part thereof at any time or times during the Term hereof, provided, however, that LESSEE shall promptly cause, at LESSEE's sole cost and expense, the repair in a good and workmanlike manner of any damage to the Leased Premises caused by any such removal. Upon written request of LESSEE or LESSEE's assignees, LESSOR shall execute and deliver any real estate consent or waiver forms submitted by any vendors, lessors, chattel mortgages, or holders or owners of any counter, shelving, equipment, furniture, trade fixtures, signs, or other personal property of whatever kind and nature kept or installed at the expense of LESSEE on the Leased Premises, acknowledging the fat that LESSOR waives, in favor of such vendor, lessor, chattel mortgagee, or any holder or owner, any landlord liens, other liens, claims, interests or other rights superior to that of such vendor, lessor, chattel mortgagee, owner, or holder. LESSOR shall further acknowledge that property covered by such consent or waiver forms is personal property and is not to become a part of the proposed work, certified realty no matter how affixed thereto and that such property may be removed from the Leased Premises by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlordvendor, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlordlessor, chattel mortgagee, owner, or holder at any time upon default in the terms of such chattel mortgage or other security reasonably satisfactory to Landlord to insure payment for the completion of all work similar documents, free and clear of liensany claim or lien of LESSOR, provided the vendor, lessor, chattel mortgagee, or any holder or owner shall repair damage caused by such removal(s). Tenant further agrees that all contractors engaging in any construction activity by and for Notwithstanding the benefit of Tenant for which Landlord’s consent foregoing, LESSOR shall not be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to inquire into the commencement validity of any construction activity, certificates such consent or waiver executed by LESSOR nor shall LESSOR be liable to LESSEE for any loss or damage suffered by LESSEE on account of LESSOR’S execution of any such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesdocument.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Estate from any proposed works to or at the Premises[ or the Estate]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises107]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and108 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent109 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];110 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises127]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and128 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent129 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];130 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall be allowed to make reasonable alterations to the Property provided any such alterations are in accordance with all applicable building codes, are approved by Landlord IN WRITING and IN ADVANCE, which approval shall not unreasonably be withheld or delayed. All additions, or improvements affixed to the building by Tenant including carpeting, tile or other floor covering, wall covering, ceiling tile, etc. made with or without Landlord's written consent shall become part of the Property, and the property of Landlord upon installation or shall be removed by Tenant at the expiration or earlier termination of the Lease, at Landlord's election made by Landlord in writing to Tenant within five (5) days of the time any such additions or alterations shall have been approved by Landlord in accordance with this Section 11, or, if such additions or alterations are of a type that do not require Landlord's prior written approval, as provided below, then within five (5) days of written notice to Landlord that Tenant will undertake such additions or alterations, provided that if Landlord shall have failed to make such election, Tenant shall have the right either to remove any such additions or alterations at the end of the Term and, at Tenant's expense, make any restoration or repair required as a consequence of such removal, or to abandon any such additions or improvements, whereupon they shall remain as part of the Property. Trade fixtures and office furniture shall be installed so as to be readily removable without injury to the Property or any injury caused by said removal shall be repaired immediately at Tenant's expense. Said trade fixtures shall be removed from the Property before the end of this Lease or shall be deemed abandoned by Tenant. Tenant shall not at install or maintain any time equipment, partitions, furniture, etc. which the weight or the operation of which would tend to injure or be detrimental to the Property. Notwithstanding the foregoing, Landlord's consent shall not be required with respect to alterations that (a) cost less than $50,000.00 on a per-project basis (which $50,000.00 amount shall be deemed to increase annually during the Term of this Lease make any openings in based upon CPI), (b) do not affect the roof building's systems, structural components, or exterior walls (other than to a de minimus extent), and (c) do not adversely affect the market value or utility of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheldProperty. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining All 10 <PAGE> other alterations require Landlord’s 's prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar yearwhich shall not unreasonably be withheld or delayed. No Alteration to the Premises for which Landlord’s consent is required In any event, all alterations by Tenant shall be commenced by Tenant until Tenant has furnished Landlord performed with a satisfactory certificate or certificates from an insurance company acceptable to Landlorddue diligence, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner consistent with industry standards in the Charleston, South Carolina area for design and construction of first-class office buildings, in compliance with all laws (including any applicable governmental law▇▇▇▇▇▇ Island restrictions), statute, ordinance or regulationand shall be promptly paid for by Tenant. Upon completion of any Alteration All alterations requiring Landlord's approval hereunder shall be made by Tenant hereunder, Tenant shall furnish Landlord with under the supervision of an engineer or architect and by a copy of the “as built” plans covering such construction. Tenant, at its sole cost general contractor and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) pursuant to plans and specifications therefor, prepared by a licensed architect, shall be submitted to and reasonably approved by Landlord. Notwithstanding anything in this Section 11, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) in all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, events Tenant shall provide Landlord with written notice of its intention or desire to make additions or alterations to the Property, such notice to set out in reasonably specific detail the nature and extent of such additions or improvements. In all events, upon request from Landlord, Tenant shall promptly provide to Landlord a written certification that the Alteration does not have copy of Tenant's construction plans, specifications, and budget for any adverse environmental impact on the premisesproposed additions or alterations.

Alterations. 9.1 Tenant shall will not at any time during the Term of this Lease make or permit anyone to make any openings alterations, additions, improvements or other changes (collectively the “Alterations”), structural or otherwise, in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without the prior written consent of Landlord, except as provided in Section 9.2 hereof, which consent may be withheld or granted in Landlord’s reasonable discretion. Any Alterations made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) by a contractor approved in writing by Landlord and in accordance with plans and specifications approved in writing by Landlord, which consent, as to non-structural or non-systems repairs, approvals shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars withheld or delayed; ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00c) in accordance with all applicable Laws and the aggregate per calendar year. No Alteration to requirements of any insurance company insuring the Premises for which Landlord’s consent is required shall be commenced by Tenant until or portion thereof; and (d) after Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing obtained public liability and workmen’s compensation coverage, and insurance coverage policies approved in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved writing by Landlord, which approval shall not be unreasonably withheld or delayed; , which policies shall cover every person who will perform any work with respect to such Alterations. 9.2 Notwithstanding the foregoing, Tenant shall have the right to make Alterations without the Landlord’s consent, provided such Alterations (a) are made to the interior of the Building, (b) Tenant shall furnish to Landlord an estimate do not adversely affect the structural integrity or exterior of the cost of the proposed workBuilding, certified by the architect who prepared such plans and specifications; (c) all contracts for do not adversely affect the electrical, heating or plumbing systems servicing the Building. In the event Tenant makes any proposed work shall be submitted Alterations estimated to cost at least Fifty Thousand and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and No/100 Dollars (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration$50,000.00), Tenant shall provide written notice of such Alterations to Landlord prior to commencing the installation of such Alterations. Additionally, Tenant shall comply with the provisions of Section 9.1(a) and Section 9.1(c) hereof in connection with the making of any Alterations pursuant to this Section 9.2. 9.3 If any Alterations other than those permitted by Section 9.2 hereof are made without the prior written consent or approval of Landlord, Landlord shall have the right at Tenant’s expense to remove and correct such Alterations and restore the Premises to its condition immediately prior thereto, or to require Tenant to do the same. All Alterations to the Premises made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that if an Event of Default has not occurred or has occurred but is not continuing hereunder, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the Term, all movable furniture, furnishings, equipment, fixtures and Alterations installed in the Premises solely at the expense of Tenant, provided any damage to the Premises caused by such removal is promptly repaired. If any movable furniture, furnishings, equipment, fixtures and Alterations installed in the Premises solely at the expense of Tenant are not removed by Tenant prior to the expiration or earlier termination of the Term, Landlord shall have the right at Tenant’s expense to remove from the Premises such furniture, furnishings, equipment, fixtures and any Alterations that Landlord designates in writing for removal and to repair any damage to the Premises caused by such removal or to require Tenant to do the same and Tenant shall pay to Landlord the cost of such removal and repair. In such event, such movables will automatically become the property of Landlord and may be disposed of by Landlord in its sole discretion, without any right of reimbursement therefor to Tenant. (a) During the Term, Tenant shall have access to vertical penetrations in the Building for Tenant’s installation and maintenance of conduits, cables and other equipment installations necessary for Tenant’s communications, data processing, supplementary HVAC and any other requirements reasonably necessary for the conduct of Tenant’s business at the Premises, whether foreseen or unforeseen. If during the Term Tenant desires to install telecommunications equipment on the roof of the Building, Tenant must obtain Landlord’s prior written certification consent, not to be unreasonably withheld, but in any event in compliance with limitations of governmental authorities having jurisdiction over the Building or electronic transmission. Tenant’s use of the roof of the Building during the Term shall be at no additional Base Rent cost to Tenant. Tenant may not assign, sublease, or install any telecommunications equipment for the use of any party other than Tenant. (b) In the event Tenant later subleases any portion of the Building, or terminates the Lease as to any portion of the Building, such that the Alteration Building becomes a multi-tenant building, Tenant’s use of the roof and vertical penetrations shall be nonexclusive, and Landlord shall have the right to grant to other parties a license for use of the roof in Landlord’s discretion provided such additional use of the roof does not interfere with Tenant’s existing use of the roof. 9.5 Tenant shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Tenant. Should any claim of lien or other lien be filed against the Premises or the Building by reason of any act or omission of Tenant or any of Tenant’s agents, employees, contractors or representatives, then Tenant shall cause the same to be canceled and discharged of record by bond or otherwise within thirty (30) days after notice of the filing thereof. Should Tenant fail to discharge such lien within such thirty (30) day period, then Landlord may discharge the same, in which event Tenant shall reimburse Landlord, on demand, as Additional Rent, for the amount of the lien or the amount of the bond, if greater, plus all administrative costs incurred by Landlord in connection therewith. The remedies provided herein shall be in addition to all other remedies available to Landlord under this Lease or otherwise. Tenant shall have no power to do any adverse environmental impact on act or make any contract that may create or be the premisesfoundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Landlord, or any interest of Landlord in the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING. 9.6 Tenant, at Tenant’s sole cost and expense, shall have the right to install a UPS and a generator for the purpose of supplying power to the Premises in the event of a normal power failure or as Tenant sees fit. The location of such generator shall be subject to the reasonable approval of Landlord and the execution of a separate agreement regarding such installation in substantially the form of Exhibit F attached hereto. Tenant’s installation and use of a generator during the Term shall be at no additional Base Rent cost to Tenant.

Alterations. 9.1 Tenant shall not accept the Premises in its “as is” condition as of the Lease Commencement Date. Landlord shall deliver possession of the Premises to Tenant on the Lease Commencement Date with all existing furniture and fixtures therein (the “Furniture and Fixtures”). Landlord makes no representations or warranties of any kind with respect to such Furniture and Fixtures. Tenant agrees to purchase the Furniture and Fixtures at any time during the end of the Term of this Lease for the sum of $10.00 on an “AS IS/WHERE IS” basis. The initial improvement of the Premises under this Lease shall be accomplished by Tenant or its designated contractor in accordance with Exhibit B and all other applicable provisions of this Lease (including Articles IX, XIII and XIX). 9.2 Tenant shall not make or permit anyone to make any openings Alterations in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the Building without the prior written consent of Landlord Landlord, which consentconsent may be withheld or granted in Landlord’s sole and absolute discretion with respect to Structural and System Alterations and any Alterations which are visible from the exterior of the Premises, as to non-structural or non-systems repairs, and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the preceding sentenceforegoing, Tenant may shall have the right to make nonCosmetic Changes within the Premises without requiring the consent of Landlord. All Alterations made by Tenant shall be made: (a) in a good, workerlike, first-structural Alterations without obtaining class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) on days and at times reasonably approved in writing by Landlord; (e) under the supervision of an architect reasonably approved in writing by Landlord; (f) in accordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord’s standard charge; (g) in accordance with all Laws; (h) after having obtained any required consent of the holder of any Mortgage of whom Tenant has notice; (i) after obtaining public liability and worker’s compensation insurance policies reasonably approved in writing by Landlord; (j) with the obligation for Tenant to deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises and the Building for all work, labor and services to be performed and materials to be furnished within ten (10) business days after the applicable portion of the Alterations are completed; and (k) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Lease (including, a payment or performance bond). If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility in respect thereof. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior written consentapproval of Landlord, shall be solely the responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). In connection with any Alteration, Landlord shall be paid a construction supervision fee in an amount equal to three percent (3%) of the total cost of such nonAlteration. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-structural built (or record) drawings and CAD drawings showing such Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence in place. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right, at Tenant’s expense, to so remove and less than Fifty Thousand Dollars ($50,000.00) in correct such Alterations and restore the aggregate per calendar yearPremises and the Building. No Alteration All Alterations to the Premises for which Landlord’s consent is required or the Building made by either party shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to immediately become the property of Landlord and protecting Landlord against public liability shall remain upon and property damage to any person be surrendered with the Premises as a part thereof at the expiration or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy earlier termination of the “as built” plans covering such construction. TenantLease Term; provided, at its sole cost and expensehowever, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations that (a) plans Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and specifications thereforequipment installed in the Premises solely at the expense of Tenant, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to remove at its expense all Alterations and other items (including any telecommunications, security, data, computer and similar equipment, cabling and wiring) in the Premises or the Building which Landlord an estimate designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the cost of the proposed workforegoing, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval Tenant shall not be unreasonably withheld or delayedrequired to remove: (x) Alterations consisting of standard buildout items that are typically installed by similar tenants in multi-tenanted, multi-story, first class office buildings (such as partitions, but not interior staircases, for example), unless so indicated by Landlord at the time required above; and (dy) any Alteration made by Tenant in initially finishing and completing the Premises in accordance with Exhibit B, except any Structural and System Alterations or as otherwise indicated on any of Tenant’s plans. Movable furniture, furnishings and trade fixtures shall be deemed to exclude without limitation any item the removal of which might cause damage to the Premises or the Building or which would normally be removed from the Premises with the assistance of any tool or machinery other than a dolly. If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all damage and injury to the Premises or the Building caused by such removal as aforesaid. If such furniture, furnishings and equipment are not removed by Tenant prior to the expiration or earlier termination of the Lease Term, the same shall at Landlord’s option be deemed abandoned or become the property of Landlord to be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this Section. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall either furnish to Landlord a bond in form and substance satisfactory pay to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any costs (including a construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required management fee) incurred by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of in effectuating such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesreturn.

Alterations. Tenant shall will not at any time during the Term of this Lease make any openings alterations, repairs, additions or improvements in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectivelyfor purposes of this Article 12, any of the foregoing being referred to as the “AlterationsWork”) or add, disturb or in any portion thereof withoutway change any plumbing, in each instancewiring, life/safety or mechanical systems, locks, or structural portions of the Building without the prior written consent of the Landlord which consent, as to non-structural or non-systems repairsthe character of the Work, the manner of doing the Work, and the contractor(s) doing the Work. Such consent shall not be unreasonably withheldwithheld or delayed, if such Work is required of Tenant or is the obligation of Tenant pursuant to this Lease Agreement. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration As a condition to the Premises for which Landlord’s consent is required shall be commenced to Work proposed by Tenant, Landlord may impose such reasonable conditions with respect thereto as Landlord deems appropriate, including, without limitation, requiring Tenant until Tenant has furnished Landlord to furnish surety performance and/or payment bonds or other security for the payment of all costs incurred in connection with a satisfactory certificate or certificates from an such Work, insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising liabilities that may arise out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental lawWork, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) delayed and permits necessary for such Work. Notwithstanding anything herein to the contrary, Tenant shall furnish to Landlord an estimate may, without the consent of Landlord, perform Work of a non-structural nature costing no more than $20,000.00 in any one instance so long as the plumbing, wiring, life/safety and mechanical systems of the cost Building are not disturbed or changed in any way and Tenant gives Landlord at least twenty (20) days’ written notice prior to performing such Work describing in reasonable detail the nature of same and the proposed work, certified contractor(s) doing the Work. If any Work is performed by the architect who prepared such plans and specifications; (ccontractor(s) all contracts for any proposed work shall be submitted to and approved not retained by Landlord, which approval Tenant shall not be unreasonably withheld or delayed; upon completion of such Work, (i) deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (dii) Tenant shall either furnish pay to Landlord a bond construction supervision fee of five percent (5%) of the total cost of such Work, but in form and substance satisfactory no event less than $500.00 to Landlord, or such other security reasonably satisfactory to reimburse Landlord to insure payment for the completion of costs incurred by its construction manager in inspecting and supervising such Work. All such Work shall be done in a good and workmanlike manner using quality materials and shall comply with all work applicable governmental laws, ordinances, rules and regulations. Tenant agrees to indemnify and hold Landlord free and clear of liens. Tenant further agrees that all contractors engaging in harmless from any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, workerloss, cost, damage or expense (including reasonable attorney’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (afees) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement arising out of any construction activity, certificates such Work performed by or on behalf of such insurance coverages Tenant. The provisions of Article 27 of this Lease Agreement shall be provided apply to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesall Work performed under this Article 12.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make permit to be made any alteration, addition modification, substitution or improvement other change of any nature to the mechanical, electrical, plumbing, HVAC, and sprinkler systems within or serving the Leased Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding Tenant shall not make or permit any other improvements, alterations, fixed decorations, substitutions, or modifications, structural or otherwise, to the preceding sentence, Tenant may make non-structural Alterations Leased Premises or the Office Building ("Alterations") without obtaining Landlord’s the prior written consentconsent of Landlord, provided any such consent to also include the total cost conditions under which the Alterations may be made. Alterations shall include, but not be limited to, the installation or modification of carpeting, walls, partitions, counters, doors, shelves, lighting fixtures, hardware, locks, ceiling, window, and wall covering. All such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required Alterations shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. made at Tenant, at its 's sole cost and expense, will make all Alterations on the Premises which may be necessary by the act contractors or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and subcontractors approved by Landlord, which approval shall not be unreasonably withheld and only after (i) Landlord (or delayed; Tenant) has obtained, on behalf of Tenant, any necessary permits from governmental authorities and (bii) Tenant shall furnish has submitted complete plans and specifications to Landlord an estimate with respect to the Alterations and Landlord has approved them. Landlord shall, at 3% of the improvement's cost expense, supervise the making of any Alterations by Tenant. If any mechanic's lien is filed against the Leased Premises of the Office Building for work or materials furnished to Tenant, the lien shall be discharged by Tenant within ten (10) days thereafter, solely at Tenant's expense, by either paying off or bonding the lien. Should Tenant fail to discharge any lien with ten (10) days of its filing, Landlord shall have the right, but not the obligation, to discharge the lien at Tenant's expense. Tenant shall indemnify and hold Landlord harmless from all expenses (including attorneys' fees), liens, claims, or damage to persons, property, or the Office Building, which may arise from the making of any Alterations. Any Alterations made without the prior consent of Landlord may be corrected or removed by Landlord subject to Landlord providing tenant 30 days prior written notice of such planned action, and Tenant shall, on demand, pay the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for removal as Additional Rent. The work relating to any proposed work shall be submitted to and approved by Landlord, which approval Alterations shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlordinterfere with, or such cause annoyance to, any other security reasonably satisfactory to Landlord to insure payment for tenants of the completion Office Building or disrupt any access to, or use of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesCommon Areas.

Alterations. Tenant 10.%2.%3.%4. Borrower shall obtain Lender’s prior written consent prior to permitting Mortgage Borrower or Operating Company to perform any alterations to any Improvements, which consent shall be subject to the Deemed Approval Standard, except with respect to alterations that are reasonably likely to have a material adverse effect on Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or Operating Company’s financial condition, the value of the Collateral, the Senior Mezzanine Collateral, the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or Operating Company’s financial condition, the value of the Collateral, the Senior Mezzanine Collateral, the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement, (d) alterations permitted to be performed by Manager (provided Manager is a Non-Affiliated Manager) without the approval of Mortgage Borrower or Operating Company under the terms of the Management Agreement (provided the Management Agreement is a Non-Affiliated Management Agreement), or (e) alterations performed pursuant to an Approved Annual Budget. If the total unpaid amounts due and payable with respect to alterations constituting a single project to the Improvements at the Property (other than such amounts (I) to be paid or reimbursed by Tenants under the Leases (II) for which there are then funds expressly reserved pursuant to the applicable Approved Annual Budget in the Reserve Funds, the Manager-Held Reserves or the Mezzanine Reserve Funds, or (III) to the extent of which (x) Mortgage Lender shall then be holding a Completion Guaranty from Guarantor in accordance with Sections 5.1.21(b) of the Mortgage Loan Agreement, (y) Senior Mezzanine Lender shall then be holding a Completion Guaranty from Guarantor in accordance with Sections 5.1.21(b) of the Senior Mezzanine Loan Agreement, or (z) Lender shall then be holding a Completion Guaranty from Guarantor in accordance with Sections 5.1.21(b)) shall at any time during exceed the Term Threshold Amount, then subject to Section 5.1.21(b)(ii) below, Borrower shall cause Mortgage Borrower to promptly deliver to Lender, upon Lender’s request, as security for the payment of this Lease make such amounts and as additional security for Borrower’s obligations under the Loan Documents any openings in the roof or exterior walls of the Building following: (A) cash, (B) U.S. Obligations (C) other securities having a rating acceptable to Lender and, at Lender’s option, with respect to which the Approved Rating Agencies have provided a Rating Agency Confirmation or make any alteration, addition or improvement (D) a Letter of Credit. Such security shall be in an amount equal to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent excess of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration unpaid amounts with respect to alterations to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations Improvements on the Premises which Property over the Threshold Amount and Lender may be necessary by apply such security from time to time at the act or neglect option of any other person or corporation (public or private), except Lender to pay for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesalterations.

Alterations. Tenant shall not at make or suffer to be made any time during alterations, additions, or improvements, including, but not limited to, the Term attachment of this Lease make any openings in fixtures or equipment in, on, or to the roof Premises or exterior walls any part thereof or the making of any improvements as required by Article 7 without the Building prior written consent of Landlord, which will not be unreasonably withheld or make any delayed. Any alteration, addition or improvement to the Premises (collectivelybe done by Tenant as part of Tenant's initial occupancy shall be specified in Exhibit B. Any alteration, “Alterations”) addition, or any portion thereof withoutimprovement in, in each instanceon, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required including carpeting, but excepting movable furniture and personal property of Tenant removable without material damage to the property or the Premises, shall be commenced and remain the property of Tenant during the Term but shall, unless Landlord elects otherwise, become a part of the realty and belong to Landlord without compensation to Tenant upon the expiration or sooner termination of the Term and title shall pass to Landlord under this Lease as by a bill of sale. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. All alterations, additions or improvements proposed by Tenant until shall be constructed in accordance with all governmental laws, ordinances, rules and regulations and Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable shall, prior to construction, provide such assurances to Landlord, evidencing workmen’s compensation coverageincluding but not limited to, and insurance coverage in amounts satisfactory waivers of lien, as Landlord shall require to Landlord and protecting protect Landlord against public liability and property damage any loss from any mechanic's, materialmen's or other liens. Tenant shall pay in addition to any person sums due pursuant to Article 4 above any increase in real estate taxes attributable to any such alteration, addition, or propertyimprovement for so long, on or off the Premises, arising out of and during the making Term, as such increase is ascertainable. Subject to the terms of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental lawthe Addendum, statute, ordinance upon the expiration or regulation. Upon completion sooner termination of any Alteration by Tenant hereunderthe Term as herein provided, Tenant shall furnish upon demand by Landlord, at Tenant's sole cost and expense, forthwith and with all due diligence remove any such alterations, additions or improvements which are designated by Landlord to be removed, and Tenant shall forthwith and with a copy of the “as built” plans covering such construction. Tenantall due diligence, at its sole cost and expense, will make all Alterations on repair and restore the Premises which may be necessary to their original condition, reasonable wear and tear and loss by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared casualty covered by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesArticle 23 excepted.

Alterations. a. Tenant shall not make no alterations or changes, structural or otherwise, to any part of the Premises, either exterior or interior, other than those which are cosmetic in nature, without Landlord's written consent. In the event of any such approved changes, Tenant shall have all work done at any time during its own expense. Request for such consent shall be accompanied by plans stating in detail precisely what is to be done. Tenant shall comply with the Term building codes, regulations and laws now in force or hereafter enacted in Fairfax County and the Commonwealth of Virginia which pertain to such work. Any additions, improvements, alterations and/or installations made by Tenant (except only office furniture and business equipment) shall become and remain a part of the Building and be and remain Landlord's property upon the termination of Tenant's occupancy of the Premises; provided, however, that if Landlord gives written notice to Tenant at the expiration or other termination of this Lease make any openings in to such effect then, except for ordinary wear and tear, it may require Tenant to restore said Premises to the roof same condition which existed on the date Tenant occupied the Premises for the conduct of business at Tenant's sole cost and expense. Tenant shall save Landlord harmless from and against all expenses, liens, claims or exterior walls damages to either property or person which may or might arise by reason of the Building or make making of any alterationsuch additions, addition or improvement to the Premises (collectivelyimprovements, “Alterations”) or alterations and/or installations. If any portion thereof without, in each instance, alteration is made without the prior written consent of Landlord, Landlord which consentmay correct or remove the same, as and Tenant shall be liable for any and all expenses incurred by Landlord in the performance of this work. It is further understood and agreed by Landlord and Tenant that any alterations shall be conducted on behalf of Tenant and not on behalf of Landlord. It is further understood and agreed that in the event Landlord shall give its written consent to non-structural or non-systems repairsTenant's making any alterations, such written consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining deemed to be an agreement or consent by Landlord to subject Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) 's interest in the aggregate per calendar yearPremises or the Building to any mechanic's liens which may be filed in respect of any alterations made by or on behalf of Tenant. No Alteration If any mechanic's or materialman's lien (or a petition to the Premises for which Landlord’s consent establish such lien) is required filed in connection with any Alteration, then such lien (or petition) shall be commenced discharged by Tenant until at Tenant's expense within ten (10) days after Tenant has furnished Landlord with notice thereof by the payment thereof or the filing of a satisfactory certificate or certificates from an insurance company bond acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, If Tenant shall furnish fail to discharge any such mechanic's or materialman's lien, Landlord with a copy of the “as built” plans covering such construction. Tenantmay, at its sole option, discharge such lien and treat the cost and expense, will make all Alterations on thereof (including attorneys' fees incurred in connection therewith) as additional rent payable with the Premises which may be necessary next monthly installment of Base Rent falling due; it being expressly agreed that such discharge by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval Landlord shall not be unreasonably withheld deemed to waive or delayed; (b) Tenant shall furnish to Landlord an estimate of release the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit default of Tenant for which Landlord’s consent shall be required shall obtain commercial general liabilityin not discharging such lien. Landlord reserves the right to change, worker’s compensation and such increase or reduce, from time to time, the number, composition, dimensions or location of any parking areas, signs, the Building name, service areas, walkways, roadways or other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior common areas or make alterations or additions to the commencement of any construction activityBuilding, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesin its sole discretion.

Alterations. Tenant shall not at make or permit alterations or additions to or upon any time during the Term of this Lease make any openings in the roof or exterior walls part of the Building Leased Premises or make any alteration, addition or improvement to the improvements located on the Leased Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without first obtaining the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) . Tenant shall furnish at its sole expense and cost, ensure that all permitted alterations and additions which are made or necessitated thereby (whether inside or outside the Leased Premises) shall be made in accordance with all applicable laws, rules, codes, ordinances and regulations in a good and workmanlike manner and in quality equal to Landlord an estimate or better than the original construction of the cost Leased Premises, and Tenant shall comply with such requirements as Landlord considers necessary or desirable. Tenant shall promptly pay all costs attributable to such alterations and additions. Tenant shall indemnify, defend and save harmless Landlord from all costs, loss or expense incurred in connection with any construction or installation. No person shall be entitled to any lien directly or indirectly derived through or under Tenant or through or by virtue of any act or omission of Tenant upon the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts Leased Premises for any proposed work improvements or fixtures made thereon or installed therein or for or on account of any labor or material furnished to the Leased Premises or for or on account of any matter or thing whatsoever; and nothing in this Lease contained shall be submitted construed to and approved constitute a consent by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish Landlord to Landlord a bond in form and substance satisfactory to Landlordthe creation of any lien. In the event any lien is filed against the Leased Premises, or such other security reasonably satisfactory any part thereof, for work claimed to Landlord have been done for or material claimed to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior have been furnished to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any AlterationTenant, Tenant shall provide cause such lien to be discharged of record within thirty (30) days after filing by bonding or as provided or required by law or in any other lawful manner. Tenant shall indemnify, defend and save harmless Landlord from all costs, losses, expenses and attorneys’ fees incurred in connection with a written certification that the Alteration does not have any adverse environmental impact on the premisessuch lien.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises116]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and117 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent118 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];119 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant shall be allowed to make reasonable alterations to the Property provided any such alterations are in accordance with all applicable building codes, are approved by Landlord IN WRITING and IN ADVANCE, which approval shall not unreasonably be withheld or delayed. All additions, or improvements affixed to the building by Tenant including carpeting, tile or other floor covering, wall covering, ceiling tile, etc. made with or without Landlord's written consent shall become part of the Property, and the property of Landlord upon installation or shall be removed by Tenant at the expiration or earlier termination of the Lease, at Landlord's election made by Landlord in writing to Tenant within five (5) days of the time any such additions or alterations shall have been approved by Landlord in accordance with this Section 11, or, if such additions or alterations are of a type that do not require Landlord's prior written approval, as provided below, then within five (5) days of written notice to Landlord that Tenant will undertake such additions or alterations, provided that if Landlord shall have failed to make such election, Tenant shall have the right either to remove any such additions or alterations at the end of the Term and, at Tenant's expense, make any restoration or repair required as a consequence of such removal, or to abandon any such additions or improvements, whereupon they shall remain as part of the Property. Trade fixtures and office furniture shall be installed so as to be readily removable without injury to the Property or any injury caused by said removal shall be repaired immediately at Tenant's expense. Said trade fixtures shall be removed from the Property before the end of this Lease or shall be deemed abandoned by Tenant. Tenant shall not at install or maintain any time equipment, partitions, furniture, etc. which the weight or the operation of which would tend to injure or be detrimental to the Property. Notwithstanding the foregoing, Landlord's consent shall not be required with respect to alterations that (a) cost less than $50,000.00 on a per-project basis (which $50,000.00 amount shall be deemed to increase annually during the Term of this Lease make any openings in based upon CPI), (b) do not affect the roof building's systems, structural components, or exterior walls (other than to a de minimus extent), and (c) do not adversely affect the market value or utility of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheldProperty. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining All other alterations require Landlord’s 's prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar yearwhich shall not unreasonably be withheld or delayed. No Alteration to the Premises for which Landlord’s consent is required In any event, all alterations by Tenant shall be commenced by Tenant until Tenant has furnished Landlord performed with a satisfactory certificate or certificates from an insurance company acceptable to Landlorddue diligence, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner consistent with industry standards in the Charleston, South Carolina area for design and construction of first-class office buildings, in compliance with all laws (including any applicable governmental law▇▇▇▇▇▇ Island restrictions), statute, ordinance or regulationand shall be promptly paid for by Tenant. Upon completion of any Alteration All alterations requiring Landlord's approval hereunder shall be made by Tenant hereunder, Tenant shall furnish Landlord with under the supervision of an engineer or architect and by a copy of the “as built” plans covering such construction. Tenant, at its sole cost general contractor and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) pursuant to plans and specifications therefor, prepared by a licensed architect, shall be submitted to and reasonably approved by Landlord. Notwithstanding anything in this Section 11, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) in all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, events Tenant shall provide Landlord with written notice of its intention or desire to make additions or alterations to the Property, such notice to set out in reasonably specific detail the nature and extent of such additions or improvements. In all events, upon request from Landlord, Tenant shall promptly provide to Landlord a written certification that the Alteration does not have copy of Tenant's construction plans, specifications, and budget for any adverse environmental impact on the premisesproposed additions or alterations.

Alterations. (a) Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alterationnot, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without the prior written consent of Landlord (which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld), make any alterations, improvements or additions to the Premises. Landlord shall notify Tenant whether it consents to a proposed alteration, improvement or addition (1) within three business days after receipt of all plans, specifications, and other items required by Landlord with respect to an alteration, improvement or addition that will cost less than $10,000 or (ii) within ten (10) days after receipt of all such items with respect to an alteration, improvement or addition that will cost $10,000 or more. If Landlord consents to any alterations, improvements or additions, it may impose such conditions with respect thereto as Landlord deems appropriate, including, without limitation, Landlord's approval of the contractors to perform the work, contractor's lien waivers, insurance against liabilities which may arise out of such work, plans, specifications and permits necessary for such work and as-build drawings upon completion of such work. Notwithstanding the preceding sentenceforegoing, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided no consent shall be necessary for any alteration (i) if the total cost of such non-structural Alteration alteration plus the cost of all other such decorative or cosmetic alterations on the particular floor during the preceding twelve (12) month period is less than Twenty Thousand Dollars $1.00 per rentable square foot of the Premises on such floor, ($20,000.00ii) per occurrence that does not require the issuance of a building permit and less than Fifty Thousand Dollars ($50,000.00iii) that does not adversely affect the structural elements of the Building or the base Building mechanical, electrical or plumbing systems, the exterior of the Building, the common areas of the Building or the use by other tenants in the aggregate per calendar yearBuilding of their demised premises. No Alteration to Tenant shall notify Landlord of the Premises for which Landlord’s consent is required shall be commenced performance of any such alteration promptly after completion. All work done by Tenant until Tenant has furnished Landlord or its contractors pursuant to and in accordance with a satisfactory certificate this Paragraph 8, or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder otherwise shall be done in a first-class workmanlike manner, using only good grades of materials and workmanlike manner without disturbing other tenants, shall be done in compliance with any all insurance requirements and all applicable laws or ordinances and rules and regulations of governmental law, statute, ordinance departments or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost agencies and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to done by responsible contractors and subcontractors approved by Landlord, Landlord in advance (which approval shall not be unreasonably withheld or delayed; ) whose engagement will not in Landlord's reasonable opinion, and in fact does not, result in any labor dispute at the Building, whether in connection with any construction at the Building, the operation of the Building or otherwise. (b) All alterations, additions or improvements made by Tenant and all fixtures attached to the Premises shall furnish to become the property of Landlord an estimate and remain at the Premises or, at Landlord's option, any or all of the foregoing shall be removed at the cost of Tenant before the proposed work, certified expiration or sooner termination of this lease and in such event Tenant shall repair all damage to the Premises caused by the architect who prepared installation and/or removal thereof. Notwithstanding the foregoing, at the time that Tenant request Landlord to consent to any alterations, additions or improvements (including the alterations, additions and improvements to be constructed by Tenant pursuant to the Work Letter Agreement), Tenant may request in writing that Landlord (i) identify which of such plans alterations, additions and specifications; improvements Landlord will be reserving its right to require Tenant to remove upon the expiration or sooner termination of this lease and/or (cii) all contracts for allow tenant to remove specified alterations, additions and improvements upon such expiration or sooner termination of this Lease, and in the event of any proposed work shall be submitted such request, Landlord agrees to and approved by Landlord, which approval notify Tenant in writing of its response to the applicable request within fifteen (15) days after Tenant's request. Tenant shall not permit or suffer any signs, advertisements or notices to be unreasonably withheld displayed, inscribed upon or delayed; affixed on any part of the outside of the Premises, or in the Building, except on the directory board to be provided by Landlord and (d) on the entrance doors of the Premises, provided, however, that Tenant shall either furnish to Landlord a bond not display, inscribe or affix any sign on such directory board or on the entrance doors of the Premises without, in form and substance satisfactory to Landlordeach instance, or such other security reasonably satisfactory to Landlord to insure payment for obtaining the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming prior written approval from Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activitysize, certificates color and style of such insurance coverages sign. Landlord shall be provided have the right to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesremove unauthorized signs at Tenant's expense.

Alterations. (a) Tenant shall not make no alterations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord. Tenant agrees that there shall be no construction of partitions or other obstruction which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Insurance Service Offices formerly known as the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least ten (10) days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against 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, within ten (10) days after the filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord's option, shall pay to Landlord all costs arising from such removal. (b) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term lease term when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease make for any openings cause whatsoever, Landlord may, at its option, remove the same in the roof any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof In such event, Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges at its option, without notice, sell said effects, or exterior walls any of the Building or make any alterationsame, addition or improvement to at private sale and without legal process, for such price as Landlord may obtain and apply the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost proceeds of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by sale upon any amounts due under this Lease from Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off upon the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. (a) Tenant shall not make no alterations, additions or improvements in or to the Premises, without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord. Tenant agrees that there shall be no construction or partitions or other obstructions which might interfere with Landlord's free access to mechanical installations or service facilities of the Building or Project or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations or facilities. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations and requirements of all governmental agencies, offices, and boards having jurisdiction, and in full compliance with the rules, regulations and requirements of the Insurance Service Offices formerly known as the Pacific Fire Rating Bureau, and of any similar body. Before commencing any work, Tenant shall give Landlord at least ten days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Building or Project 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, within ten days after the filing thereof, at the cost and expense of Tenant. All alterations, additions or improvements upon the Premises made by either party, including (without limiting the generality of the foregoing) all wall-covering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord's option, shall pay to Landlord all costs arising from such removal. (b) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term lease term when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Lease make for any openings cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof. In such event, Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects for any length of time that the roof same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said effects, or exterior walls any of the Building or make any alterationsame, addition or improvement to at private sale and without legal process, for such price as Landlord may obtain and apply the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost proceeds of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by sale upon any amounts due under this Lease from Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off upon the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. Tenant shall not at any time during the Term of this Lease 10.1 Lessor is under no obligation to make any openings structural or other alterations, decorations, additions or improvements in or to the roof Leased Premises except as otherwise expressly provided in this Lease. 10.2 Lessee will not make or exterior walls of the Building or permit anyone to make any alterationalterations, addition additions, improvements or improvement to the Premises other changes (collectively, “the "Alterations”) "), structural or any portion thereof withoutotherwise, in each instance, or to the Leased Premises without the prior written consent of Landlord Lessor, except as provided in Article VI above or paragraph 10.3 below, which consent, as to non-structural consent may be withheld or non-systems repairs, granted in Lessor's sole and absolute discretion. Any Alterations made by Lessee shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars made: ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00a) in a good, workmanlike, first-class and prompt manner; (b) by a contractor or by Lessee's employees and in accordance with plans and specifications approved in writing by Lessor; (c) in accordance with all applicable legal requirements and the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an requirements of any insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, insuring the Leased Premises or portion thereof; and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against (d) after Lessee has obtained public liability and property damage workmen's compensation insurance policies approved in writing by Lessor, which policies shall cover every person who will perform any work with respect to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder If any mechanics' or materialmen's lien (or a petition to establish such lien) is filed against the Leased Premises or any equipment within the Leased Premises for work claimed to have been done for, or materials claimed to have been furnished to, the Leased Premises, Lessee shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of either discharge the “as built” plans covering such construction. Tenantlien within ten (10) days thereafter, at its Lessee's sole cost and expense, will make all Alterations on the Premises which may be necessary by the act payment thereof or neglect of any other person or corporation (public or private)file a bond acceptable to Lessor transferring the lien to the bond. 10.3 Notwithstanding the foregoing, except for LandlordLessee shall have the right to make Alterations without the Lessor's consent, its agents, employees or contractors. Before commencing any provided such Alterations (a) plans and specifications thereforare made to the interior tenant space of the Building, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate do not adversely affect the structural integrity or exterior of the cost of the proposed workBuilding, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted do not affect the common areas of the Building, including but not limited to the elevators and approved by Landlordlobby, which approval shall not be unreasonably withheld or delayed; and (d) Tenant do not adversely affect the electrical, heating or plumbing systems servicing the Building. Additionally Lessee shall either furnish comply with the provisions of paragraphs 10.2(a) and 10.2(c). 10.4 If any Alterations other than those permitted by paragraph 10.3 are made without the prior written consent of Lessor, Lessor shall have the right at Lessee's expense to Landlord a bond in form remove and substance satisfactory correct such Alterations and restore the Leased Premises to Landlordits condition immediately prior thereto, or to require Lessee to do the same. All Alterations to the Leased Premises made by either party shall immediately become the property of Lessor and shall remain upon and be surrendered with the Leased Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that if Lessee is not in default under this Lease, then Lessee shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings, equipment, fixtures and Alterations (permitted by Section 10.3) installed in the Leased Premises solely at the expense of Lessee, provided any damage to the Leased Premises caused by such removal is promptly repaired. If such furniture, furnishings, equipment, fixtures and Alterations other security reasonably satisfactory than those permitted by Section 10.3 are not removed by Lessee prior to Landlord the expiration or earlier termination of the Lease Term, Lessor shall have the right at Lessee's expense to insure payment remove from the Leased Premises such furniture, furnishings, equipment, fixtures and any Alterations other than those permitted by Section 10.3 that Lessor designates in writing for removal or to require Lessee to do the completion same and Lessee shall pay to Lessor the cost of all such removal and repair. 10.5 Notwithstanding anything to the contrary contained herein, Lessee shall have the right to install into the Building equipment, conduits, cables and materials at mutually agreed upon penetration points, including the right to install additional rooftop HVAC units, associated distribution and duct work free and clear microwave installation to conduct its business. Lessee shall further have the right to install connecting equipment in the shafts, ducts and conduits of liens. Tenant further agrees that all contractors engaging in any construction activity by the building, and for antennas and/or microwave receivers or "up-link" on the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liabilityroof, worker’s compensation and so long as such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: installations are (a) contractor’s in compliance with and owners protection; certified by local fire and zoning codes, (b) blanket contractual liability coverage; approved by Maryland Farms Owners Association Architectural Control Committee, and (c) broad form property damage insurance; do not violate the Declaration of Protective Covenants For Maryland Farms, dated January 1, 1987, of record in Book 635, page 680, Register's Office for ▇▇▇▇▇▇▇▇▇▇ County, Tennessee and in Book 7079, page 59, Register's office for Davidson County, Tennessee (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises"Restrictive Covenants").

Alterations. Tenant shall not at make or suffer to be made any time during alterations, additions, or improvements, including, but not limited to, the Term attachment of this Lease make any openings in the roof fixtures or exterior walls of the Building equipment in, on, or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion part thereof without, or the making of any improvements in each instance, excess of $5,000.00 non-structural as required by Article 7 without the prior written consent of Landlord Landlord, which consentmay be withheld in Landlord's Reasonable discretion. Any alteration, additions or improvements to be done by Tenant as to non-structural part of Tenant's initial occupancy shall be specified in Exhibit B. Any alteration, addition, or non-systems repairsimprovement in, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration on or to the Premises for which Landlord’s consent is required including carpeting, but excepting movable furniture and personal property of Tenant removable without material damage to the properly or the Premises, shall be commenced and remain the property of Tenant during the Term but shall, unless Landlord elects otherwise, become a part of the realty and belong to Landlord without compensation to Tenant upon the expiration or sooner termination of the Term and title shall pass to Landlord under this Lease as by a bill of sale. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. In the event landlord consents to the making of any such alteration, addition, or improvement by Tenant, at ▇▇▇▇▇▇'s sole cost and expense. All alterations, additions or improvements proposed by Tenant until shall be constructed in accordance with all government laws, ordinances, rules and regulations and Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable shall, prior to construction, provide such assurances to Landlord, evidencing workmen’s compensation coverageincluding but not limited to, waivers of lien, surety company performance bonds and insurance coverage personal guaranties of individuals of substance, as Landlord shall require to assure payment of the costs thereof and to protect landlord against any loss from any mechanics', materialmen's or other liens. Tenant shall pay in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage addition to any person sums due pursuant to Article 4 above any increase in real estate taxes attributable to any such alteration, addition, or propertyimprovement for so long, on or off the Premises, arising out of and during the making of Term, as such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulationincrease is ascertainable. Upon completion the expiration or sooner termination of any Alteration by Tenant hereunderthe Term as herein provided, Tenant shall furnish upon demand by Landlord, at Tenant's sole cost and expense, forthwith and with all due diligence remove any such alterations, additions or improvements which are designated by Landlord to be removed, and Tenant shall forthwith and with a copy of the “as built” plans covering such construction. Tenantall due diligence, at its sole cost and expense, will make all Alterations on the repair and restore Premises which may be necessary to their original condition, reasonable wear and tear and loss by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared casualty covered by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesArticle 23 excepted.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Estate from any proposed works to or at the Premises[ or the Estate]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises125]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and126 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent127 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];128 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed workUnderlease; and if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, certified containing other provisions corresponding with those in this Lease; “Approved Undertenant”129 a person approved by the architect Landlord and who prepared such plans has entered into a direct deed with the Landlord agreeing: to comply with the terms of the Approved Underlease; and specifications; (c) all contracts for to procure that any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord assignee of the Underlet Premises enters into a bond direct deed in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion same terms as set out in this definition of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.Approved Undertenant;

Alterations. Tenant Lessee shall not make no alterations or other improvements to the Premises without Lessor's prior written consent. Unless otherwise agreed, all such improved alterations and other improvements shall be made by Lessor at Lessee's sole expense and shall become the property of Lessor and be surrendered with the Premises upon the expiration of this Lease. Lessor may, at Lessor's option, require Lessee to remove any time or all such alterations, improvements, decorations and furnishings and repair any damage to the Premises resulting from such alterations. In the event that local, state or Federal government by legislative, administrative, or judicial action shall in any legally enforceable manner by ordinance, act, statute, order, mandate, rule, regulation or otherwise require during the Term of this Lease make Term, any openings in the roof or exterior walls of the Building or make any alterationalteration of, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof withoutof the building, determined by Lessor's Independent Accountants to be capital in each instancenature based upon the application of generally accepted accounting practices ("Mandated Alterations"), then the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) annual rent per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required square foot shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “increased as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation follows: (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (ai) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate A portion of the cost of the proposed workMandated Alterations shall be allocated to the Lessee based upon the proportion that the number of square feet of rentable area of the Premises bears to the number of square feet of rentable area of the building. (ii) Lessor's Independent Accountant shall amortize the cost over a period of not less than five (5) years in accordance with generally accepted accounting standards and allocate the annual amortization of the cost to the net rentable area of the building in terms of annual cost per square foot of rentable area (the "Amortized Annual Cost"). (iii) Effective on the first day of the month following notice from Lessor of the computation of he Amortized Annual Cost of the Mandated Alterations, certified the Base Rent above shall be increased by the architect who prepared such plans and specifications; Amortized Annual Cost, but not to exceed fifteen cents (c$0.15) all contracts for any proposed work per square foot multiplied by the rentable area of the Premises. The base monthly rent shall be submitted to and approved increased by Landlordone twelfth of such amount. Notwithstanding the foregoing, which approval Lessee shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish obligated to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior contribute to the commencement cost of any construction activityMandated Alteration unless such Mandated Alteration is the result of an adoption of a new or changed ordinance, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alterationact, Tenant shall provide Landlord with a written certification that the Alteration does statute, order, mandate, rule or regulation or interpretation thereof not have any adverse environmental impact existing on the premisesJanuary 1, 1994.

Alterations. Tenant shall will not at install any time during the Term of this Lease signs, fixtures, improvements, nor make or permit any openings in the roof other alterations or exterior walls of the Building or make any alterationadditions (individually, addition or improvement to the Premises (an “Alteration,” and collectively, the “Alterations”) or any portion thereof without, in each instance, to the Premises without the prior written consent of Landlord Landlord, which consentconsent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, as to non-structural or non-systems repairs, and which consent shall not be unreasonably withheld, conditioned or delayed so long as any such Alteration is in compliance with Section 10 of this Lease and does not affect the Building Systems or the structural integrity of the Premises or the Building, and is not visible from the exterior of the Premises. If any such Alteration is expressly permitted by Landlord in writing, Tenant shall deliver at least ten (10) business days prior notice to Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord to post a Notice of Non-Responsibility. In all events, Tenant shall obtain all permits or other governmental approvals and deliver a copy of same to Landlord prior to commencing any of such work. All Alterations shall be at Tenant’s sole cost and expense and shall be installed by a licensed contractor (reasonably approved by Landlord) in compliance with all Legal Requirements (including, but not limited to, the ADA). Tenant shall keep the Premises and the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. In the event that a lien is recorded on the Premises or the Property, Tenant shall have thirty (30) days from the date of recordation to either remove the lien or deliver a bond to Landlord for the lien in an amount equal to 150% of the lien. Failure to do so shall be deemed a Default of this Lease. Tenant shall, prior to construction of any and all Alterations, cause its contractor(s) and subcontractor(s) to provide proof of insurance as reasonably required by Landlord. Notwithstanding the preceding sentenceforegoing, Tenant may, without Landlord consent, but upon at least thirty (30) days’ prior notice to Landlord, make Alterations which (i) are non-structural, (ii) do not adversely affect the Building systems, (iii) are not changes to the façade of a Building or visible from the exterior of any Building (provided that Tenant may make non-structural Alterations without obtaining Landlord’s prior written consentchanges to the Project site, such as landscaping changes or installation of benches and tables, pursuant to this clause, provided the total cost same meet all of such nonthe other conditions of this clause), (iv) do not require a building permit, and (v) cost, in the aggregate as determined for each rolling twelve-structural Alteration is month period during the Term, less than Twenty Thousand Three and 00/10 Dollars ($20,000.003.00) per occurrence gross square foot of the Premises, which amount shall be increased by two and less than Fifty Thousand Dollars one-half percent ($50,000.002.5%) in each year during the aggregate per calendar yearInitial Term. No Alteration Tenant hereby agrees to the Premises for which provide copies of all plans of such Alterations, regardless of whether Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesrequired.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof major alterations, additions, or exterior walls of the Building or make any alteration, addition or improvement improvements to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, demised premises without the prior written consent of Landlord Landlord, which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may without the consent of Landlord, but at its own cost and expense and in a good workmanlike manner, make non-structural Alterations such minor alterations, additions, or improvements, or erect, remove, or alter such partitions, or erect such shelves, bins, machinery, and trade fixtures as it may deem advisable, (including, but not limited to installation of freezers and refrigeration units) without obtaining altering the basic character of the building or improvements, and in each case complying with all applicable governmental laws, ordinances, regulations, and other requirements. Tenant shall promptly pay the costs of all work performed and shall indemnify and hold harmless the Landlord against liens, costs, damages and expenses incurred in connection therewith; including any attorneys' fees incurred by Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required if Landlord shall be commenced joined in any action or proceeding involving such work. Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all contractors and subcontractors performing the work have in full force and effect adequate workmen's compensation insurance as required by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlordthe Laws of the State, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against as well as public liability and property damage builders risk insurance in such amounts, and according to any person or propertyterms satisfactory to Landlord. At the termination of this Lease, on or off the PremisesTenant shall, arising out of if Landlord so elects, remove all alterations, additions, improvements, and during the making of such Alterations. Any Alteration partitions erected by Tenant hereunder and restore the premises to their original conditions, otherwise such improvements shall be done delivered up to Landlord with the premises. All shelves, bins, machinery, and trade fixtures installed by Tenant may be removed if required by Landlord. All such removals and restorations; shall be accomplished in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance so as not to damage the primary structure or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy structural qualities of the “as built” plans covering such construction. Tenant, at its sole cost building and expense, will make all Alterations other improvements situated on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the demised premises.

Alterations. Tenant shall not make, or suffer to be made, any ----------- alterations, improvements or additions in, on, about or to the Premises or any part thereof, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed) and without a valid building permit issued by the appropriate governmental authority. As a condition to giving such consent, Landlord may require that Tenant agree to remove any such alterations, improvements or additions at any time during the Term termination of this Lease make Lease, and to restore the Premises to their prior condition. Unless Landlord requires that Tenant remove any openings in the roof such alteration, improvement or exterior walls of the Building or make addition, any alteration, addition or improvement to the Premises (collectivelyPremises, “Alterations”) or any portion thereof withoutexcept movable furniture and trade fixtures not affixed to the Premises, in each instance, shall become the prior written consent property of Landlord which consentupon termination of the Lease and shall remain upon and be surrendered with the Premises at the termination of this Lease. Without limiting the generality of the foregoing, as all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels), air conditioning, permanent partitioning, drapery, and carpet installations made by Tenant regardless of how affixed to non-structural or non-systems repairsthe Premises, together with all other additions, alterations and improvements that have become an integral part of the Building, shall not be unreasonably withheldand become the property of the Landlord upon termination of the Lease, and shall remain upon and be surrendered with the Premises at the termination of this Lease. Notwithstanding the preceding sentenceto the contrary, (i) Tenant may shall have the right to make non-alterations and additions to the interior or the Premises that do not affect the structural Alterations without obtaining Landlord’s prior written consent, provided elements of the total Building and have a cost of such non-structural Alteration is less than Twenty Five Thousand Dollars ($20,000.005,000.00) or less per occurrence project without the prior written approval of Landlord, and less than Fifty Thousand Dollars ($50,000.00ii) in Tenant shall be required to remove only those alterations and additions which Landlord has, at the aggregate per calendar yeartime of its approval, requested Tenant to remove upon expiration of the Lease Term, or which Tenant has otherwise constructed or installed without the prior approval of Landlord. No Alteration If, during the Lease Term (or any extensions thereof), any alteration, addition or change of any sort to all or any portion of the Premises for which Landlord’s consent is is. required shall be commenced by Tenant until Tenant has furnished Landlord law, regulation, ordinance or order of any public agency (including, without limitation, any alterations required by the Americans with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off Disabilities Act) by reason of (1) Tenant's use of the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done (2) Tenant's obtaining a new permit or governmental approval (except as provided in a good and workmanlike manner in compliance with any applicable governmental lawParagraph 10.B), statute, ordinance or regulation. Upon completion (3) Tenant's construction or installation of any Alteration by Tenant hereunderleasehold improvements or trade fixtures (except as provided in Paragraph 10.B), Tenant shall furnish Landlord with a copy of promptly make the “as built” plans covering such construction. Tenant, same at its sole cost and expense. If during the Lease Term (or any extensions thereof), will make all Alterations on any alteration, addition, or change to the Outside Area, or to the Premises which may be necessary for any reason other than for the reasons described in the preceding sentence, is required by the act law, regulation, ordinance or neglect order of any other person or corporation (public or private)agency, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans Landlord shall make the same and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish pay an amount equal to Landlord an estimate one and one-half percent (1-1/2%) of the cost of such alteration, addition or change per month during the proposed workremainder of the Lease Term as an Outside Area Charge. Notwithstanding the preceding sentence to the contrary, certified any such alteration, addition or change to a structural element of the Building that is required by the architect who prepared such plans and specifications; (c) all contracts for law, regulation, ordinance or order of any proposed work public agency shall be submitted to made by Landlord at its sole cost and approved by Landlord, which approval expense and shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as constitute an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesOutside Area Charge.

Alterations. Tenant “Alterations” shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make mean any alteration, addition addition, or improvement in or on or to the Premises (collectivelyof any kind or nature, “including any improvements made, except for the Tenant Improvements. Tenant shall make no Alterations”) , other WPBDOCS 8493398 5 7/29/14 11 than decorative Alterations, such as painting, wall coverings, floor coverings or other non-structural alterations for which no building permit is required and which do not affect any portion thereof withoutBuilding systems, and in each instancethe aggregate cost less than $25,000, without the prior written consent of Landlord, which consent may be withheld or conditioned in Landlord’s sole discretion. However, Landlord which consent, as will not unreasonably withhold or delay consent to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consentinterior Alterations, provided that they do not involve demolition of improvements, affect utility services or Building systems, are not visible from outside the total cost Premises, and do not require other alterations, additions, or improvements to areas outside the Premises. Tenant shall reimburse Landlord, on demand, for the actual out-of-pocket costs for the services of such nonany third party employed by Landlord to review or prepare any Alteration-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises related plan or other document for which Landlord’s consent or approval is required shall be commenced required. If requested by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Tenant, if Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on its agent or off contractor performs or supervises the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion performance of any Alteration by Tenant hereunderAlterations, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish pay to Landlord an estimate amount equal to 5% of the cost of the proposed work, certified as a supervisory fee Except as expressly set forth in this Lease, Landlord has made no representation or promise as to the condition of the Premises, Landlord shall not perform any alterations, additions, or improvements to make the Premises suitable and ready for occupancy and use by Tenant, and Tenant shall accept possession of the architect who prepared such plans and specifications; (c) all contracts Premises in its then “as-is”, “where-is” condition, without representation or warranty of any kind by Landlord. Except for any proposed work shall to be submitted to and approved performed by Landlord, which approval shall not be unreasonably withheld before any Alterations are undertaken by or delayed; and (d) on behalf of Tenant, Tenant shall either furnish deliver to Landlord a bond in form any governmental permit required for the Alterations and substance satisfactory shall require any contractor performing work on the Premises to obtain and maintain, at no expense to Landlord, workers’ compensation insurance as required by law, builder’s risk insurance in the amount of the replacement cost of the applicable Alterations (or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be amount reasonably required by Landlord naming Landlord as Landlord), commercial general liability insurance, and auto liability insurance (to include all automobiles owned, leased, hired or borrowed), written on an additional insured occurrence basis with minimum limits of $2 million per occurrence limit, $2 million general aggregate limit, $2 million personal and providing liability advertising limit, and $2 million products/completed operations limit; which coverage during all phases of construction includinglimits may be effected with umbrella coverage (including contractual liability, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory workercontractor’s compensation coverage and employer’s protective liability coverage). Prior Contractor’s insurance shall contain an endorsement insuring the Landlord and its managing agent (and, if requested, Landlord’s mortgagee) as additional insureds and shall be primary over any other coverage available to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, All Alterations by Tenant shall provide Landlord also comply with a written certification that Landlord’s rules and requirements for contractors performing work in the Alteration does not have any adverse environmental impact on the premisesProject.

Alterations. Tenant Landlord shall not at any time during make the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement initial improvements to the Premises (collectively, the “AlterationsLandlord’s Work”) in accordance with the terms and conditions contained in the work letter, plans and construction estimate set forth in Exhibit D (the “Work Letter”). The patties agree that Landlord is responsible to pay One Hundred Seventy Five Thousand & 00/100 ($175,000.00) Dollars toward the cost of Landlord’s Work, and that Tenant shall pay the cost of Landlord’s Work in excess of this sum to the contractor prior to Landlord’s payment of the above sum. Other than for the Landlord’s Work, Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any portion part thereof withoutexcept as otherwise expressly provided herein or agreed upon in writing by Landlord, in each instanceand the patties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the prior written consent of Landlord’s Premises or the Property except as specifically herein set forth in writing and Tenant shall accept the Premises in their “AS-IS, WHERE IS” condition. Landlord which consentshall “Substantially Complete” the Landlord’s Work, as evidenced by delivery to non-structural or non-systems repairsTenant of a certificate executed by the Landlord certifying that the Landlord’s Work has been constructed in substantial accordance with Exhibit D and all Legal Requirements, shall not be unreasonably withheldby no later than the Scheduled Completion Date (as hereinafter defined). Notwithstanding the preceding sentenceforegoing, Tenant may make non-structural Alterations without obtaining in the event that Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary Work would have been Substantially Completed by the Scheduled Completion Date but for any act or neglect omission of Tenant or any other person or corporation (public or private)of its employees, except for Landlord, its agents, employees agents or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor, Tenant’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior changes to the commencement Work Letter or Tenant’s failure to complete any preparatory work which Tenant is responsible to perform (each, a “Tenant Delay”), the Commencement Date shall not be delayed by the term of any construction activity, certificates the Tenant Delay. By taking possession of such insurance coverages shall be provided to Landlord. Before commencing any Alterationthe Premises, Tenant shall provide be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for its intended use under this Lease except for that portion of the Premises that is within the area of the Landlord’s Work. “Substantial Completion” shall mean the stage when Landlord’s Work is reasonably complete to permit Tenant to install substantially all of its FF&E throughout the Premises, even though “punch list” items, or other items of construction which do not unreasonably interfere with Tenant’s ability to install its FF&E, are not yet completed. The “Scheduled Completion Date” shall be the date the contractor selected by the Landlord to perform the Landlord’s Work assures both Parties with a written certification reasonable certainty that he will complete the Alteration does not have any adverse environmental impact on Landlord’s Work after accounting for all reasonably foreseeable factors affecting the premisesconstruction.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Estate from any proposed works to or at the Premises[ or the Estate]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises124]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and125 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent126 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];127 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Subsequent to the completion of any Landlord's Work pursuant to Section 2, Tenant shall not at attach any time during fixtures, equipment or other items to the Term of this Lease make any openings in the roof Premises, or exterior walls of the Building paint or make any alterationother additions, addition changes, alterations, repairs or improvement improvements (collectively hereinafter "alterations") to the Premises (collectivelyPremises, “Alterations”) Building or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations Property without obtaining Landlord’s 's prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration which with respect to alterations to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld so long as Tenant is not then, nor has been, in default of this Lease (beyond any applicable cure period). If Landlord consents to any alteration, Landlord may post notices of nonresponsibility in accordance with law. Any alterations so made shall remain on and be surrendered with the Premises upon expiration or delayed; earlier termination of this Lease, except that Landlord may, within thirty (b30) days before or thirty (30) days after expiration or earlier termination hereof elect to require Tenant to remove any or all alterations at Tenant's sole costs and expense. Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on obligation to remove any of Landlord's Tenant Improvement Work. At the premisestime Tenant submits plans for requested alterations to Landlord for Landlord's approval, Tenant may request Landlord to identify which alterations Landlord may require Tenant to remove at the termination of or expiration of this Lease, and Landlord shall make such Identification simultaneous with its approval (if any) of the alterations. If Landlord elects to require removal of alterations as part of its approval, then at its own and sole cost Tenant shall restore the Premises to the condition designated by Landlord in its election, before the last day of the term or within thirty (30) days after notice of its election is given, whichever is later.

Alterations. Both the Landlord and the Tenant shall will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises140]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at any time during [five yearly] intervals and otherwise on the Term same terms as in Schedule 2; and141 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent142 of the Landlord and the Tenant on terms corresponding to those in this Lease make any openings in the roof or exterior walls and a covenant not to assign part only of the Building or make Underlet Premises; [containing a covenant by the Undertenant not to create any alteration, addition or improvement to Sub-Underlease of the Premises (collectively, “Alterations”) whole or any portion thereof without, in each instance, part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord which consent, as and the Tenant and a covenant by the Undertenant not to noncreate any Sub-structural Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or non-systems repairs, shall not be unreasonably withheld. Notwithstanding any part of the preceding sentence, Tenant may make non-structural Alterations Underlet Premises without obtaining Landlord’s the prior written consentconsent of the Landlord and the Tenant];143 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, provided the total cost Tenant and the Undertenant and not to assign part of such nonthe Sub-structural Alteration Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the Sub-Underlease is less than Twenty Thousand Dollars ($20,000.00) per occurrence of the whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, the Tenant and less than Fifty Thousand Dollars ($50,000.00) the Undertenant but with the additional provision that no underleases of whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any other provisions that are reasonable in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy context of the “as built” plans covering such construction. Tenant, at its sole cost terms of this Lease and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost nature of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayedUnderlease; and (d) Tenant shall either furnish to Landlord a bond if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premises.this Lease;

Alterations. Tenant Borrower shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the obtain L▇▇▇▇▇’s prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with alterations to any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by LandlordImprovements, which approval consent shall not be unreasonably withheld or delayed; . Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrowers’ financial condition, Borrower’s ability to perform its obligations under the Loan Documents or the value of any Individual Property, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof (or, after the date hereof, which are approved or deemed approved or which do not require Lender approval hereunder), (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not materially and adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements (unless the Tenant shall furnish is obligated to Landlord an estimate maintain or repair any structural components of the cost of the proposed workany Improvements pursuant to its Lease), certified by the architect who prepared such plans and specifications; (c) all contracts for alterations performed in connection with the Restoration of any proposed work shall be submitted to Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and approved by Landlordprovisions of this Agreement, which approval shall not be unreasonably withheld or delayed; and (d) Tenant alterations required to comply with Legal Requirements or the terms of the Loan Documents or (e) alterations the aggregate cost of which is less than the Threshold Amount. If the total unpaid amounts due and payable with respect to alterations to the Improvements with respect to an Individual Property or any portion thereof (other than such amounts to be paid or reimbursed by Tenants under the Leases or paid with insurance or condemnation proceeds or reserves established pursuant to the Loan Documents) shall either furnish at any time exceed the Threshold Amount, Borrower shall promptly deliver to Landlord a bond in form and substance satisfactory to Landlord, or such other Lender as security reasonably satisfactory to Landlord to insure payment for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that, at Lender’s option (if a Securitization has occurred), the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization or (D) a completion and performance bond or an irrevocable Letter of all work free Credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or Letter of Credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and clear that, at Lender’s option (if a Securitization has occurred), the applicable Rating Agencies have confirmed in writing will not, in and of liensitself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Tenant further agrees that all contractors engaging Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (or any construction activity portion thereof) (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Lender shall return such security to Borrower when the remaining cost for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to applicable alteration triggering the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that security is reduced below the Alteration does not have any adverse environmental impact on the premisesThreshold.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof alterations, improvements, additions, utility installations or exterior walls of the Building or make any alteration, addition or improvement repairs (hereinafter collectively referred to as "Alterations") to the Premises (collectivelyPremises, “Alterations”) or any portion thereof without, except in each instance, accordance with this Section 4.2 and with the prior written consent of Landlord, which Landlord which consentagrees not unreasonably to withhold, condition or delay as to non-structural nonstructural Alterations (nonstructural Alterations being those that do not materially, adversely affect the Building's structure, roof, exterior or non-mechanical, electrical, plumbing, life safety or other Building systems repairsor architectural design, shall character or use of the Building or Premises). Without limiting any of the terms hereof Landlord will not be unreasonably withheld. Notwithstanding approve any Alterations requiring unusual expense to readapt the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided Premises to normal office use on lease termination or increasing the total cost of construction, insurance or taxes on the Building or of Landlord's services to the Premises, unless Tenant first gives assurances or security acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. All Alterations made by Tenant shall be made in accordance with plans and specifications which have been approved in writing by the Landlord, in Landlord's reasonable discretion, pursuant to a duly issued permit, and in accordance with all Laws and Restrictions, the provisions of this Lease and in a good and first-class workmanlike manner using new materials of same or better quality as base building standard materials, free of all liens and encumbrances. All Alterations shall be performed by a contractor or contractors selected by Tenant and approved in writing by Landlord, in Landlord's reasonable discretion. Except for any non-structural Alteration is costing less than Twenty Thousand Dollars $10,000.00 ($20,000.00per such Alteration), Tenant shall pay to Landlord a fee equal to the lesser of (i) per occurrence five percent (5%) of the cost of any such Alterations, or (ii) Landlord's actual costs incurred, to compensate Landlord for the overhead and other costs it incurs in reviewing the plans therefor and in monitoring the construction of the Alterations; in the event any non-structural Alteration costing less than Fifty Thousand Dollars ($50,000.00) in 10,000.00 requires Landlord's specific review or monitoring, Tenant shall pay the aggregate per calendar yearreasonable third party cost therefor incurred by Landlord. No If, as a result of any Alterations made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other Laws or Restrictions and such compliance requires Landlord to make any improvement or Alteration to any portion of the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with Building, as a satisfactory certificate or certificates from an insurance company acceptable condition to Landlord's consent, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory Landlord shall have the right to require Tenant to pay to Landlord and protecting Landlord against public liability and property damage prior to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion construction of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole the entire cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person improvement or corporation (public alteration Landlord is obligated to complete by such law or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liensregulation. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall to obtain commercial general liabilityor cause its contractor(s) to obtain, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior prior to the commencement of any construction activitywork or Alterations, certificates "builder's all risk" insurance in an amount and with such commercially reasonable coverages approved by Landlord and worker's compensation insurance in the statutorily required amount(s) and evidence of all such insurance coverages shall be provided furnished to Landlord prior to the performance by such contractor(s) or person(s) of any work in respect of the Premises. Landlord shall have the right to stop any work not being performed in conformance with this Lease, and, at its option, but only after notice to Tenant and Tenant fails to promptly remedy such non-conformance, may repair or remove non-conforming work at the expense of Tenant. Tenant hereby indemnifies and holds Landlord harmless from and against any liens, encumbrances and violations of Laws and Restrictions. The filing of any lien or encumbrance, or the violation of Laws or Restrictions, shall constitute a default hereunder. The repair and indemnity obligations of Tenant hereunder, including Tenant's obligations to repay Landlord the cost of repairing or removing Alterations, shall survive the termination of this Lease. All Alterations performed by Tenant in the Premises shall remain therein (unless, at the time of Landlord. Before commencing any Alteration's consent therefore, Landlord directs Tenant to remove the same on termination or expiration of this Lease) and, at termination or expiration, shall be surrendered as a part thereof, except for Tenant's usual trade fixtures, furniture and equipment installed prior to or during the Lease term at Tenant's cost, which trade fixtures, furniture and equipment Tenant shall provide remove in their entirety prior to the termination or expiration of this Lease. Tenant agrees to repair any and all damage to the Premises resulting from such removal (including removal of Tenant's Alterations directed by Landlord) or, if Tenant fails to do so and Landlord with a written certification that so elects, to pay Landlord for the Alteration does not have cost of any adverse environmental impact on the premisessuch repairs forthwith after billing therefor.

Alterations. Tenant shall not make, or suffer to be made, any alterations, improvements or additions in, on, about or to the Premises or any part thereof, without the prior written consent of Landlord and without a valid building permit issued by the appropriate governmental authority. As a condition to giving such consent. Landlord may require that Tenant agree to remove any such alterations, improvements or additions at any time during the Term termination of this Lease make Lease, and to restore the Premises to their prior condition. Unless, as a condition of Landlord's consent, Landlord requires that Tenant remove any openings in the roof such alterations, improvement or exterior walls of the Building or make addition, any alteration, addition or improvement to the Premises, except movable furniture and trade fixtures not affixed to the Premises, shall become the property of Landlord upon termination of the Lease and shall remain upon and be surrendered with the Premises at the termination of this Lease. Without limiting the generality of the foregoing, all heating, lighting, electrical (collectivelyincluding all wiring, “Alterations”) conduit, outlets, drops, buss ▇▇▇ts, main and subpanels), air conditioning, partitioning, drapery, and carpet installations made by Tenant regardless of how affixed to the Premises, together with all other additions, alterations and improvements that have become an integral part of the Building, shall be and become the property of the Landlord upon termination of the Lease, and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of this Lease. If, during the term hereof, any alteration, addition or change of any sort to all or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statuteregulation, ordinance or regulation. Upon completion order of any Alteration by Tenant hereunderpublic agency, Tenant shall furnish Landlord with a copy of promptly make the “as built” plans covering such construction. Tenant, same at its sole cost and expense. If during the term hereof, will make all Alterations on any alteration, addition, or change to the Premises which may be necessary Parcel is required by the act law, regulation, ordinance or neglect order of any other person or corporation (public or private)agency, except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of make the same and the cost of the proposed worksuch alteration, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work addition or change shall be submitted to and approved paid by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesTenant.

Alterations. Subsequent to the completion of the Leasehold Improvements as set forth in Exhibit “B”, if any, 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; and any such alterations, additions, or improvements in, on or to said Premises, except for Tenant’s fixtures, movable furniture and equipment, shall immediately become Landlord’s property at any time during the Term of this Lease make any openings in the roof or exterior walls end of the Building Lease Term, to remain on the Premises without compensation to Tenant. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made at Tenant’s sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make any the same, and all subcontractors, must first be approved in writing by Landlord, or, at Landlord’s option, the alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced made by Landlord for Tenant’s account and Tenant until Tenant has furnished shall reimburse Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off for the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulationcost thereof upon demand. Upon completion the expiration or sooner termination of any Alteration by Tenant hereunderthe term herein provided, Tenant shall furnish upon demand by Landlord, at Tenant’s sole cost and expense forthwith and with all due diligence 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 forthwith and with a copy of the “as built” plans covering such construction. Tenantall due diligence, at its sole cost and expense, will make all Alterations on repair and restore the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, to its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesoriginal condition.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings alterations, improvements, additions, installations, or changes of any nature in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectivelyany of the preceding, “"Alterations”") or any portion thereof without, in each instance, the without Landlord's prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) . At least 10 days prior to making any Alterations, Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory submit to Landlord, or in written form, proposed detailed plans of such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liensAlterations. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liabilityshall, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior prior to the commencement of any construction activityAlterations, certificates at Tenant's sole cost, (a) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, which permit Tenant shall comply with, at Tenant's sole cost, in a prompt and expeditious manner), (b) obtain and deliver to Landlord a lien and completion bond in an amount equal to 150 percent of the estimated cost of the proposed Alterations, to insure Landlord against any liability for mechanics' liens and to insure completion of the work, (c) provide Landlord with a 10 days' prior written certification notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (d) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant's employees installing or involved with such Alterations (which insurance Tenant shall maintain in force until completion of the Alteration does not have any adverse environmental impact Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on the premisesExpiration Date or earlier termination of this Lease, except that Landlord may, at its election, require Tenant to remove any or all of the Alterations, by so notifying Tenant in writing on or before the Expiration Date or earlier termination of this Lease, in which event, Tenant shall, at its sole cost, on or before the Expiration Date or earlier termination of this Lease, repair and restore the Premises to the condition of the Premises prior to the installation of such Alterations to be removed. Tenant shall pay all costs for Alterations and other construction done or caused to be done by Tenant. Tenant shall keep the Premises free and clear of all mechanics' liens resulting from Alterations or other construction. Tenant may, at its election, contest the correctness or validity of any such lien provided that (i) immediately on demand by Landlord, Tenant procures and records a lien release bond in California, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirement of California Civil Code Section 3143, (ii) Tenant shall indemnify Landlord against liability for such claim of lien and shall hold the Real Property free from the effect of such claim of lien, and (iii) Landlord may, at its election, require Tenant to pay Landlord's attorneys' fees and costs in participating in such an action, if such attorney's fees and costs are incurred by Landlord as a result of Tenant's Default hereunder.

Alterations. Tenant 10.1 Sublessee shall not at any time during the Term of this Lease make any openings in the roof changes, alterations, or exterior walls of the Building or make any alteration, addition or improvement installations to the Premises (collectivelyProperty, “Alterations”) including but not limited to wiring, flooring, adding or any portion thereof withoutdeleting walls and/or partitions, in each instanceeven at Sublessee’s expense, without the express and prior written consent of Landlord which consentSublessor and OPSB, subject to any reasonable conditions as Sublessor and/or OPSB may impose. Sublessee is prohibited from altering, accessing, configuring, installing or maintaining the Property’s communication/IT network infrastructure and equipment. Sublessee is further prohibited from allowing any third party to non-structural alter, access, configure, install or non-systems repairsmaintain the Property’s communication/IT network infrastructure and equipment. Equipment includes, but is not limited to, servers, switches, routers, WAPs, telephones, call managers, security devices, filters, VPNs, firewalls, and wireless networks. Any such changes, alterations or installations initiated by Sublessee, with Sublessor’s approval, shall be paid for by Sublessee unless Sublessor and Sublessee agree otherwise in writing. 10.2 Sublessee shall not be unreasonably withheld. Notwithstanding change any keys or any locks on any doors in the preceding sentenceProperty, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required permission from Sublessor. 10.3 Any approved changes or alterations shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared performed by a licensed architect, shall be submitted to contractor with proper bonding and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate insurance naming Sublessor and OPSB as additional insureds. Copies of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s bonding and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to LandlordSublessor. Before commencing Any approved changes, alterations or installations made by Sublessee shall not diminish the value of the Property. Sublessor shall reserve the right to inspect any Alterationwork performed by Sublessee’s contractor. 10.4 Unless agreed upon by the parties at the time alterations are approved by Sublessor, Tenant any physical additions or improvements to the Property will become property of OPSB. At the termination of this Sublease Agreement, Sublessor may require Sublessee, at Sublessee’s expense, to remove any physical additions, changes, alterations or improvements, or repair any changes, alterations or improvements and restore the Property to the condition in which it existed at the beginning of this Sublease Agreement. At the time Sublessor approves any changes, alterations or improvements to the Property, Sublessee shall provide Landlord with a written certification that be informed whether or not such changes, alterations or improvements, must be removed at the Alteration does not have termination of this Sublease Agreement. 10.5 Any material changes, alterations or improvements made without prior approval may be grounds for termination of this Sublease Agreement. Sublessee shall be fully responsible for payment of any adverse environmental impact on the premisesdamages caused by unauthorized changes, alterations or improvements.

Alterations. (a) Tenant shall not at any time during the Term of this Lease make any openings in the roof alterations, additions or exterior walls of the Building or make any alteration, addition or improvement improvements to the Premises (collectivelyincluding, “Alterations”but not limited to, roof and wall penetrations) or any portion thereof without, in each instance, without the prior written consent of Landlord which consentin Landlord’s sole discretion. Tenant may, with the consent of Landlord, but at its own cost and expense and in a good workmanlike manner, erect such shelves, bins and trade fixtures as to non-structural it may deem advisable, without altering the basic character or non-systems repairsstructure of the Premises or improvements and without overloading or damaging the Premises or improvements, and in each case complying with all applicable governmental laws, ordinances, regulations and other requirements. Tenant shall not be unreasonably withheld. Notwithstanding make any alterations, additions or improvements to the preceding sentence, Tenant may make non-structural Alterations without obtaining Premises which will contravene Landlord’s prior written consentpolicies insuring against loss or damage by fire or other hazards, provided including but not limited to commercial general liability, or which will prevent Landlord from securing such policies in companies acceptable to Landlord. If any such alterations, additions or improvements cause the total cost rate of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in fire or other insurance on the aggregate per calendar year. No Alteration Premises by companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicable to the Premises for which permitted uses thereof, Tenant shall pay as additional rent the amount of any such increase promptly upon demand by Landlord’s consent is required . (b) Any and all alterations, additions, improvements, partitions and fixtures erected by Tenant shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to the property of Landlord and protecting Landlord against public liability and property damage to any person shall remain at the Premises upon termination of the Lease or property, on or off upon earlier vacating of the Premises, arising out of except that shelves, bins and during the making of such Alterations. Any Alteration trade fixtures installed by Tenant hereunder may be removed by Tenant prior to the termination of this Lease provided such removal may be accomplished without damage to the Premises or to the primary structure or structural qualities of the Building and other improvements situated on the Premises. Tenant shall be done in repair any damage to the Premises, or to the Building as a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion result of any Alteration alteration, addition, improvement, or repair to the Premises, or the removal of personal property or trade fixtures by Tenant, its employees, agents, invitees, or contractors to the Premises, reasonable wear and tear excepted. Should Tenant hereunderfail to conduct any such repair within ten days of written notice from Landlord, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantmay, at its sole option, perform same, and Tenant shall remit payment to Landlord for the actual cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required expense incurred by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of in effecting such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesrepair immediately upon demand.

Alterations. Except for non-structural Alterations that (i) do not exceed $25,000.00 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, ceiling or walls (other than piercing non-structural walls with customary fasteners for the purpose of hanging pictures, shelving and the like), and (v) do not require work within the walls, below the floor or above the ceiling, Tenant shall not at make or permit any time during the Term of this Lease make any openings Alterations in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior without first obtaining Landlord's written consent of Landlord which consent, as to non-structural or non-systems repairs, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with request Landlord's consent by delivering a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications written request therefor, prepared by a licensed architecttogether with such plans, shall be submitted to specifications and approved by other information as Landlord may reasonably request. Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s 's consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by deemed given unless Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: notifies Tenant otherwise within ten (a10) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to Business Days after the commencement of any construction activity, certificates delivery of such insurance coverages shall be provided written notice and other materials to Landlord. Before With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord's consent): (i) not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant's contractors and subcontractors have adequate insurance coverage naming Landlord and, if requested by Landlord, Liberty Property Trust and any other Affiliate of Landlord reasonably requested by Landlord, as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord's prior written approval of any contractor or subcontractor, such approval not to be unreasonably withheld, conditioned or delayed, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable out of pocket costs and expenses incurred by Landlord in connection with Landlord's review of Tenant's plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary (provided that if Landlord does not undertake the construction of the Alterations on Tenant's behalf, Tenant's obligation to reimburse Landlord for its costs and expenses shall be limited to those reasonable out-of-pocket costs and expenses incurred by Landlord to review Tenant's plans and specifications), and (v) upon Landlord's request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable evidence of Tenant's ability to pay for the Alterations. If Landlord does not respond to any written request made by Tenant to Landlord in accordance with a written certification this Section 12 within ten (10) Business Days after such request is received by Landlord, Landlord shall be deemed to have approved the request. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant's Alteration, excepting only normal wear and tear, casualty damage, or other conditions that Tenant is not required to remedy under this Lease. At Tenant's request prior to Tenant making any Alterations, Landlord will notify Tenant whether Tenant is required to remove the Alterations at the expiration or termination of this Lease. Notwithstanding the foregoing, Tenant shall not be required to remove improvements to the Premises constructed as part of the Tenant's Improvement Work. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the Alteration does installation and removal of them will not have affect any adverse environmental impact on structural portion of the premisesProperty, any Building System or any other equipment or facilities serving the Building or any occupant.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings permit alterations in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Leased Premises (collectively, “Alterations”) or any portion thereof without, in each instance, unless and until the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and have been approved by LandlordLandlord in writing, which approval shall not be unreasonably withheld withheld, conditioned or delayed. At the time Landlord approves such alteration, Landlord shall notify Tenant as to whether Landlord shall require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; or alternatively, whether such alteration shall become a part of the realty and the property of Landlord, and shall not be removed by Tenant. ,Notwithstanding the foregoing, Tenant may perform alterations to the Leased Premises without Landlord’s consent if such alterations are (a) do not affect the structural components of the Building or the Building’s systems, and (b) in the aggregate do not cost more than Ten Thousand Dollars ($10,000.00) in any twelve (12) month period. Tenant shall furnish ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to, through or under Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing or to provide Landlord with endorsements to Landlord an estimate insuring against the existence of or attempted enforcement of such lien. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Notwithstanding anything contained in this Section 7.02 to the cost of the proposed workcontrary, certified by the architect who prepared such plans Tenant shall be permitted to (A) make minor cosmetic alterations (carpeting and specificationspainting); (cB) all contracts for any proposed work shall be submitted to rewire electrical lines servicing Tenant’s equipment, and approved by (C) install or replace data cabling without Landlord’s consent; provided, which approval however, Tenant (I) shall not be unreasonably withheld penetrate the roof, the roof membrane, or delayedthe exterior walls without Landlord’s consent; and (dII) Tenant shall either furnish to Landlord a bond remove all data cabling in form its entirety and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior electric lines to the commencement panels upon Tenant’s surrender of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesLeased Premises.

Alterations. Tenant Lessee shall not at any have the right from time during to time both before and after the Term of this Lease make any openings in the roof or exterior walls completion of the Building Permitted Improvements and at Lessee’s sole cost and expense to make additions, alterations and changes, structural or make any alteration, addition otherwise in or improvement to the Premises (collectivelyas is reasonably required to conduct the Permitted Use in compliance with the provisions of this Lease, “Alterations”) or any portion thereof withoutsubject, however, in each instanceall cases to the following: (a) Except as set forth herein, no alteration shall be made which would tend to (i) materially change the general design, use, character or structure of the Solar Energy Facility, or (ii) reduce or impair, to any material extent, the use of the Solar Energy Facility for the generation of electricity, subject to applicable laws and safety standards (any such alteration, a “Substantial Alteration”). (b) No Substantial Alteration shall be commenced except after prior written notice to and consent of Landlord from Lessor, which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld. Notwithstanding the preceding sentenceconditioned, Tenant may make non-structural withheld or delayed by Lessor. (c) Substantial Alterations without obtaining Landlord’s prior written consent, provided the total cost shall not include any repairs or replacement of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration parts to the Premises for which Landlord’s consent is required Permitted Improvements, as set forth in Section 2.1 and Exhibit B. (d) Any Substantial Alteration shall be commenced conducted under the supervision of a contractor, architect or engineer selected by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to Lessee and approved in writing by LandlordLessor, which approval shall not be unreasonably conditioned, withheld or delayed; (b) Tenant , and no such Substantial Alteration shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such be made except in accordance with detailed plans and specifications; (c) all contracts for any proposed work shall be submitted to specifications and cost estimates prepared and approved in writing by Landlordsuch contractor, architect or engineer and approved in writing by Lessor, which approval shall not be unreasonably conditioned, withheld or delayed; . (e) Any alteration or Substantial Alteration shall be made with reasonable dispatch (Force Majeure events excepted) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and buildings and zoning laws, and with all other Applicable Legal Requirements. (df) Tenant shall either furnish At or prior to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Substantial Alteration, Tenant shall Lessee will provide Landlord Lessor with a written certification that the Alteration does complete copies of all final plans and specifications therefor not have any adverse environmental impact on the premisespreviously provided.

Alterations. Except for any initial improvement of the Premises pursuant to Exhibit D, which shall be governed by the provisions of Exhibit D, Tenant shall not at make or permit to be made any time during alterations, additions or improvements to the Term of this Lease make Premises or any openings in the roof part thereof, or exterior walls of the Building attach any fixtures or make equipment thereto, without first obtaining Landlord’s written consent. With respect to any alteration, addition or improvement which does not affect the structure of the Building, does not affect any of the Building’s systems (e.g., mechanical, electrical or plumbing), does not diminish the capacity of the Building systems available to other portions of the Premises (collectivelyBuilding, “Alterations”) is not visible from the common areas or any portion thereof withoutexterior of the Building, and is in each instancefull compliance with all laws, the prior written orders, ordinances, directions, requirements, rules and regulations of all governmental authorities, Landlord’s consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentenceAny alterations, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration additions or improvements to the Premises for which consented to by Landlord shall be made by Landlord or a contractor approved by Landlord. At the option of Landlord, any work performed by a contractor shall be performed under Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coveragesupervision, and insurance coverage Tenant shall reimburse Landlord for all costs thereof (including a reasonable charge for Landlord’s overhead), as Rent, within ten (10) days after receipt of a statement. All alterations, additions and improvements shall become Landlord’s property at the expiration or earlier termination of the Lease Term and shall remain on the Premises without compensation to Tenant unless Landlord elects by notice to Tenant to have Tenant remove the alterations, additions and improvements, in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to which event, notwithstanding any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done contrary provisions contained in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunderArticle 9, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on expense shall promptly restore the Premises which may be necessary by to its condition prior to the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate installation of the cost of the proposed workalterations, certified by the architect who prepared such plans additions and specifications; (c) all contracts for any proposed work shall be submitted to improvements, normal wear and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisestear excepted.

Alterations. Tenant shall not make any alterations to the Premises or any other aspect of the Project, without Landlord's prior written consent, which consent Landlord may withhold in its reasonable but subjective discretion. All permitted alterations must be performed in compliance with Landlord's standard rules and regulations regarding alterations. All alterations will become the property of Landlord and will remain upon and be surrendered with the Premises at the end of the Term o/ this Lease; provided, however, Landlord may require Tenant to remove any time during or all alterations at the end of the Term of this Lease. If Tenant fails to remove by the expiration or earlier termination of this Lease make any openings in the roof or exterior walls all of the Building or make any alterationits personal property, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof withoutalterations identified by Landlord for removal, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantmay, at its option, treat such failure as a hold-over pursuant to Subparagraph 11(b) above, and/or Landlord may (without liability to Tenant for loss thereof) treat such personal property and/or alterations as abandoned and, at Tenant's sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans expense and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory addition to Landlord's other rights and remedies under this Lease, at law or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitationequity: (a) contractor’s remove and owners protectionstore such items; and/or (b) blanket contractual upon ten (10) days' prior notice to Tenant, sell, discard or otherwise dispose of all or any such items at private or public sale for such price as Landlord may obtain or by other commercially reasonable means. Tenant shall be liable for all costs of disposition of Tenant's abandoned property and Landlord shall have no liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverageto Tenant with respect to any such abandoned property. Prior Landlord agrees to apply the commencement proceeds of any construction activitysale of any such property to any amounts due to Landlord under this Lease from Tenant (including Landlord's attorneys' fees and other costs incurred in the removal, certificates storage and/or sale of such insurance coverages shall items), with any remainder to be provided paid to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisesTenant.

Alterations. A. Tenant shall not at any time during the Term of this Lease make any openings no alterations, decorations, additions or improvements ("Alterations") in the roof or exterior walls of the Building or make any alteration, addition or improvement to the Demised Premises (collectively, “Alterations”) or any portion thereof without, in each instance, without the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, Landlord. Landlord's consent shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration withheld for nonstructural interior alterations to the Demised Premises for which that do not adversely affect interior alterations to the Building's appearance, value and structure. All Alterations that Tenant is permitted to make to the Demised Premises shall (1) not harm the structural or the electrical, plumbing, heating or air-conditioning facilities of the Demised Premises or the Building; (2) comply with all applicable legal requirements including the American with Disabilities Act and other laws relating to the use of the Demised Premises by persons with disabilities; (3) become the property of Landlord’s consent is required , and shall be commenced by Tenant until Tenant has furnished Landlord surrendered with the Demised Premises at the Termination Date, to the extent that such Alterations are of a satisfactory certificate permanent nature or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property cannot be removed without structural damage to any person the Demised Premises or propertythe Building; and (4) be performed, on or off the Premisesat Tenant's sole cost and expense, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and contractors approved by Landlord, which approval using materials of first-class quality. B. Except as otherwise provided in Section 10.A., all furniture, furnishings, cablings and trade fixtures, installed by or at the expense of Tenant ("Tenant's Special Installations") shall remain the property of Tenant. If Tenant is not then in default under this Lease, Tenant may, at its expense, remove Tenant's Special Installations at the Termination Date, provided that Tenant fully repairs any damage occasioned by such removal. At Landlord's option, Tenant shall be obligated, at its expense, to remove all of Tenant's Special Installations at the Termination Date. C. Tenant shall not permit any materialmen's or mechanic's liens to be filed against the Demised Premises or the Building in connection with any item or construction or repair performed by or at the request of Tenant. If any such lien is filed, Tenant shall, within thirty (30) days after notice, discharge the lien of record or, if Tenant elects to contest the lien by the appropriate proceedings, bond of the lien and prosecute the proceedings. If Tenant fails to discharge or bond off the lien, Landlord may do so and any monies expended by Landlord in doing so, including reasonable attorneys' fees and legal expenses, shall be reimbursed by Tenant promptly. Notice is hereby given that Landlord shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts liable for any proposed work labor or materials furnished to Tenant upon credit, and that no mechanics or materialmen's lien for any such labor or materials shall be submitted attach to or affect the reversion or other estate or interest of Landlord in and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior to the commencement of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that Demised Premises or the Alteration does not have any adverse environmental impact on the premisesBuilding.

Alterations. Except for any initial improvement of the Demised Premises pursuant to Exhibit “D” and Exhibit “G”, which shall be governed by the provisions of said Exhibit “D” and Exhibit “G”, Tenant shall not at make, suffer or permit to be made any time during the Term of this Lease make any openings in the roof alterations, additions or exterior walls improvements to or of the Building or make any alteration, addition or improvement to the Demised Premises (collectively, “Alterations”) or any portion thereof withoutpart thereof, in each instanceor attach any fixtures or equipment thereto, the prior without first obtaining Landlord’s written consent of Landlord which consent, as to non-structural or non-systems repairs, which consent shall not be unreasonably withheld. Notwithstanding the preceding sentenceforegoing, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided Tenant shall be entitled to make nonstructural alterations and additions inside the total Demised Premises which (i) do not affect the plumbing, heating, air conditioning, ventilation, electrical, mechanical and life safety systems of the Building (unless Tenant implements measures reasonably approved in writing by Landlord to eliminate or satisfactorily mitigate such impact), (ii) do not reduce the overall quality of the leasehold improvements in the Demised Premises, (iii) are not visible from the exterior of the Building, (iv) will not increase the rate of fire or other insurance on the Building (unless Tenant pays for such increase) or subject such insurance to being voided or suspended, and (v) cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year100,000.00. No Alteration Upon completion of any alterations or additions made by Tenant to the Demised Premises, Tenant shall provide Landlord as-built plans or drawings with respect to such alterations or additions, irrespective of whether Landlord’s consent to such alterations or additions was required hereunder. Any such alterations, additions or improvements to the Demised Premises for consented to by Landlord or as to which Landlord’s consent is not required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off the Premises, arising out of and during the making of such Alterations. Any Alteration by Tenant hereunder shall be done made by a contractor or contractors approved in a good and workmanlike manner writing by Landlord in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion advance of any Alteration such work, which approval shall not be unreasonably withheld. All such alterations, additions and improvements shall become Landlord’s property at the expiration or earlier termination of the Lease Term and shall remain on the Demised Premises without compensation to Tenant unless Landlord elects by notice to Tenant hereunderto have Tenant remove such alterations, additions and improvements, in which event, notwithstanding any contrary provisions respecting such alterations, additions and improvements contained in Article 32 hereof, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenantpromptly restore, at its sole cost and expense, will make all Alterations on the Demised Premises which may be necessary by to its condition prior to the act installation of such alterations, additions and improvements, normal wear and tear excepted. With respect to any such alterations, additions or neglect of any other person or corporation (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which improvements made with Landlord’s consent shall as provided herein, any removal notice from Landlord, to be required shall obtain commercial general liabilityeffective, workermust be given at the time Landlord gives its consent to such alteration, addition or improvement. With respect to any such alterations, additions or improvements which are made without Landlord’s compensation and written’ consent, such other liability insurance in such amounts as may removal notice from Landlord, to be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction includingeffective, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior must be given at or prior to the commencement expiration or earlier termination of this Lease; provided, however, if before making, any construction activityproposed alteration, certificates of such insurance coverages shall be addition or improvement which Tenant is entitled to make without Landlord’s consent as provided to Landlord. Before commencing any Alterationherein, Tenant shall request in writing that Landlord specify the proposed alterations, additions or improvements to be removed by Tenant and shall provide plans to Landlord with a written certification that respect thereto which will enable Landlord to make such determination, Landlord shall provide the Alteration does not have any adverse environmental impact on removal notice to Tenant with respect thereto within twenty (20) days after receipt by Landlord of such request and plans. Notwithstanding the premisesforegoing to the contrary, the ownership and removal of Tenant’s Equipment shall be governed by Section 13 of Exhibit “G” attached hereto.

Alterations. (a) Tenant shall make no alterations, additions or improvements in or to the Premises without Landlord's prior written consent, and then only by contractors or mechanics approved by Landlord. Tenant shall submit to Landlord plans and specifications for any proposed alterations, additions or improvements to the Premises, and may, not at make such alterations, additions or improvements until Landlord has approved of such plans and specifications. Tenant shall construct such alterations, additions or improvements in accordance with the plans and specifications approved by Landlord, and shall not amend or modify such plans and specifications without Landlord's prior written consent. If the, proposed change requires the consent or approval of any time during lessor of a superior lease, or the Term holder of this Lease make any openings in a mortgage encumbering the roof Premises, such consent or exterior walls approval must be secured prior to the construction of the Building or make any such alteration, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the prior written consent of Landlord which consent, as to non-structural or non-systems repairs, that shall not be unreasonably withheld. Notwithstanding the preceding sentence, Tenant may make non-structural Alterations without obtaining Landlord’s prior written consent, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which Landlord’s consent is required agrees that there shall be commenced by Tenant until Tenant has furnished Landlord no construction of partitions or other obstructions which might interfere with a satisfactory certificate Landlord's free access to mechanical installations or certificates service facilities of the Building or interfere with the moving of Landlord's equipment to or from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person the enclosures containing said installations or property, on or off the Premises, arising out of and during the making of facilities. All such Alterations. Any Alteration by Tenant hereunder work shall be done at such times and in a good such manner as Landlord may from time to time designate. Tenant covenants and workmanlike manner agrees that all work done by Tenant shall be performed in full compliance with any applicable all laws, rules. orders, ordinances, regulations and requirements of all governmental lawagencies, statuteoffices and boards having jurisdiction, ordinance or regulationand in full compliance with the rules. Upon completion regulations and requirements of the Pacific Fire Rating Bureau, and of any Alteration by Tenant hereundersimilar body. Before commencing any work, Tenant shall furnish give Landlord with a copy at least ten (10) days written notice of the “as built” plans covering proposed commencement of such construction. work and shall, it required by Landlord, secure at Tenant, at its sole 's own cost and expense, will make all Alterations on a completion and lien indemnity bond satisfactory to Landlord for said work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises which may or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be necessary discharged by Tenant, by bond or otherwise. within (10) ten days after the act filing thereof, at the cost and expense of Tenant. All alterations, additions or neglect improvements upon the Premises made by either party, including (without limiting the generality of any other person or corporation (public or private)the foregoing) all wall covering, built-in cabinet work. paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except for that Landlord may, by written notice to Tenant, require Tenant to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair all damage resulting from such removal or, at Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect's option, shall be submitted pay to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; Landlord all costs arising from such removal. (b) All articles of personal property and all business and trade fixtures. machinery and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and. may be removed by Tenant at any time during the lease term when Tenant is not in default hereunder. If Tenant shall furnish fail to remove all of its effects from the Premises upon termination of this Lease for any cause whatsoever. Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof. In such event Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys' fees and storage charges on such effects, for any length of time that the same shall be in Landlord's possession. Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord an estimate of and upon the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior expense incident to the commencement removal and sale of any construction activity, certificates of such insurance coverages shall be provided to Landlord. Before commencing any Alteration, Tenant shall provide Landlord with a written certification that the Alteration does not have any adverse environmental impact on the premisessaid effects.

Alterations. Tenant shall not at any time during the Term of this Lease make any openings in the roof or exterior walls of the Building or make any alterationnot, addition or improvement to the Premises (collectively, “Alterations”) or any portion thereof without, in each instance, the without Landlord’s prior written consent of Landlord (which consent, as to non-structural or non-systems repairs, consent shall not be unreasonably withheld, conditioned or delayed by Landlord), make or cause to be made any “material” Tenant Improvements. Notwithstanding For purposes of this Lease the preceding sentenceterm “material” Tenant Improvements shall mean all Tenant Improvements which (i) affect the structure, systems (i.e. electrical, mechanical, plumbing, sewerage, elevator and/or “HVAC”) or exterior appearance of the Facility, (ii) reduce the present fair market value of the Premises by more than $10,000.00 in any one (1) instance or by more than $100,000.00 in the aggregate, (iii) require the demolition of existing improvements on the Premises which, taken together with the additions to be made by Tenant, result in a net reduction in the present fair market value by more than $10,000.00 in any one (1) instance or by more than $100,000.00 in the aggregate, or (iv) cost in excess of $10,000.00 (it being hereby agreed to that the various dollar amounts set forth above in this sentence shall each be increased by three percent (3%) for each Lease Year during the Term following the first Lease Year). The phrase material Tenant may make non-structural Alterations without obtaining Landlord’s Improvements shall not include wallpaper or carpeting that needs to be replaced, or other cosmetic changes to the interior of the Premises. Tenant shall give Landlord prior written consentnotice of any intended Tenant Improvements, provided the total cost of such non-structural Alteration is less than Twenty Thousand Dollars ($20,000.00) per occurrence and less than Fifty Thousand Dollars ($50,000.00) in the aggregate per calendar year. No Alteration to the Premises for which whether or not Landlord’s consent is required for such work. Tenant may, but shall not be required to, request that Landlord agree in writing prior to the installation of a specific Tenant Improvement that Tenant may remove such Tenant Improvement at the expiration or earlier termination of this Lease. All Tenant Improvements, whether made by Landlord or Tenant in or upon the Premises shall, unless Landlord has consented to or requests their removal by Tenant, become Landlord’s property and shall remain upon the Premises at the termination of the Lease by lapse of time or otherwise, without compensation to Tenant. If, prior to the installation of any Tenant Improvements, Landlord agrees that such Tenant Improvements can remain or must be removed upon the expiration of the Term, Landlord’s decision shall be commenced by Tenant until Tenant has furnished irrevocable unless the parties otherwise mutually agree in writing. If Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing workmen’s compensation coverage, and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or property, on or off requires the Premises, arising out of and during the making removal of such Alterations. Any Alteration by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any applicable governmental law, statute, ordinance or regulation. Upon completion of any Alteration by Tenant hereunderitems as provided above, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make remove such items prior to the termination of the Lease or Tenant’s right to possess the Premises, and repair any damage to the Premises caused by the installation of such items and/or by their removal, failing which Landlord may remove the same and repair the Premises and Tenant shall pay the cost thereof to Landlord upon demand. Notwithstanding anything contained herein to the contrary the following items of property may be removed from the Premises by Tenant if such removal may be done without material structural damage to the Facility: Tenant’s movable furniture and other personal property, and, to the extent not included in the Plans or installed as a replacement of items included in the Plans: Tenant’s trade fixtures and equipment. If Tenant does not remove such property by the earlier of (i) the date when Tenant vacates the Premises, and (ii) the expiration of the Term or sooner termination of this Lease or Tenant’s right to possess the Premises, then Landlord may, at its option and at Tenant’s sole cost and expense, remove (and repair or restore any damage to the Premises caused by such removal), store and warehouse such property at a location or locations determined by Landlord in its sole discretion. Regardless or whether Landlord elects to take any of the actions specified in the immediately preceding sentence, within fifteen (15) days after the later to occur of the date of eviction, expiration or termination, as the case may be, at Landlord’s option, Tenant shall be conclusively presumed to have forever abandoned such property, in which event Landlord may, at its option, elect to: (A) at Tenant’s sole cost and expense, without accepting title to such property, remove (and repair or restore any damage to the Premises caused by such removal), destroy, discard or otherwise dispose of all Alterations or any part thereof without incurring liability to Tenant or to any other person; or (B) deem such abandonment as a conclusive presumption that Tenant has conveyed such proper to Landlord under this Lease as a ▇▇▇▇ of sale without payment or credit by Landlord and, in either such event, without releasing Tenant from any obligations pursuant to this Section 14. Tenant shall pay Landlord upon demand all of the expenses incurred in taking any of the actions described in this grammatical paragraph, which obligation shall survive the expiration of the Term or sooner termination of this Lease. All Tenant Improvements shall (i) be paid for by Tenant, (ii) comply with all applicable Guarantees, Legal Requirements and insurance requirements, (iii) be made in a good and workmanlike manner and incorporate only good grades of materials, (iv) be performed by reputable contractors reasonably acceptable to Landlord (as determined by Landlord on the Premises which may be necessary basis of creditworthiness, skill, experience with regard to the scope of work required and reputation in the Atlanta community of contractors, all such factors in fair and reasonable relationship to the scope, size, and duration of the work required by the act or neglect of any other person or corporation Tenant) employed by Tenant under written contracts previously approved in writing by Landlord (public or private), except for Landlord, its agents, employees or contractors. Before commencing any Alterations (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; ), and (bv) be performed subject to any other conditions Landlord may reasonably impose including, without limitation, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such Tenant Improvements and insurance against liabilities which may arise out of such work, as determined by Landlord. Notwithstanding the requirements in the preceding sentence, the requirements specified in clauses (iv) and (v) above shall only apply to “material” Tenant Improvements hereunder. Tenant shall permit Landlord to supervise the construction of any Tenant Improvements. Tenant shall reimburse Landlord, as Additional Rent hereunder, for any fees, costs, charges and expenses incurred by Landlord to any third parties in connection with Landlord’s review of any plans, specifications or drawings related to “material” Tenant Improvements. In addition, Landlord shall charge a supervising fee with respect to “material” Tenant Improvements equal to the greater of $500.00 or three percent (3%) of the total cost of such work including without limitation, all labor and material costs, if Tenant’s employees or contractors perform such work. Tenant shall pay to Landlord, within fifteen (15) days after being billed therefor from time to time, and/or to Tenant’s contractor as the case may be, when due, the cost of all such work and all applicable reimbursements and supervision fees, and if payment is made directly to Tenant’s contractor, upon completion of all such work, Tenant shall deliver to Landlord evidence of payment and full and final waivers of all liens for labor, services or materials. Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and (d) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord to insure payment for the completion of all work free and clear of liens. Tenant further agrees that all contractors engaging in any construction activity by and for the benefit of Tenant for which Landlord’s consent shall be required shall obtain commercial general liability, worker’s compensation and such other liability insurance in such amounts as may be reasonably required by Landlord naming Landlord as an additional insured and providing liability coverage during all phases of construction including, without limitation: (a) contractor’s and owners protection; (b) blanket contractual liability coverage; (c) broad form property damage insurance; and (d) statutory worker’s compensation coverage and employer’s liability coverage. Prior prior to the commencement of any construction activityTenant Improvement, copies of all plans and specifications prepared at Tenant’s expense by architects and engineers acceptable to Landlord, and building permits and certificates of appropriate insurance and evidence of payment thereof, if such permits or insurance coverages are required; provided, however, that plans and specifications shall not be provided required with respect to “non-material” Tenant Improvements unless otherwise required by any applicable Legal Requirements. Tenant shall furnish to Landlord, promptly after completion of any “material” Tenant Improvement, as-built plans and specifications for such Tenant Improvement. Before commencing any Alteration, Tenant shall provide indemnify, defend and hold all Landlord Related Parties harmless from all costs, damages, liens and expenses related to any Tenant Improvements performed by or under the direction of Tenant, whether performed in compliance with a this Section 14 or any other conditions imposed by Landlord; provided, however, such indemnity (and the covenant against liens provided in Section 16 hereof) shall not apply in the event: (i) Landlord or its contractors perform the Tenant Improvements pursuant to this Section 14; (ii) Tenant timely pays Landlord all costs, expenses, fees and reimbursements due hereunder in connection with such Tenant Improvements; and (iii) Tenant Related Parties do not cause Landlord Related Parties to incur additional costs, damages, expenses or liabilities in connection with any such Tenant Improvement (any such additional costs, damages, expenses or liabilities caused by Tenant Related Parties being covered by Tenant’s indemnity and covenant against liens). For purposes of this Lease, the term “non-material” Tenant Improvements shall mean any Tenant Improvements that do not constitute “material” Tenant Improvements hereunder requiring Landlord’s prior written certification consent as provided herein. Landlord agrees that Tenant may make or cause to be made any “non-material” Tenant Improvements without first obtaining Landlord’s prior written consent, subject to the Alteration does not have any adverse environmental impact on the premisesother terms and conditions of this Section 14.