Common use of Alterations Clause in Contracts

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Lender’s prior written approval shall be required in connection with any alterations to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted approve pursuant to Section 4.1 hereofthe applicable Management Agreement, being called an “Alteration” and (3) alterations undertaken as part of a Restoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s or Brand Manager’s standards under the Franchise Agreement or Management Agreement or any addition(4) PIP required by Franchisor, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice that are reasonably expected to Landlord. have or does have a Material Adverse Effect on any Individual Property, (b) No Alteration that are structural in nature or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, an adverse effect on any utility or HVAC system contained in the application for such permits Improvements or authorizations whenever such action is necessary. the exterior of any building constituting a part of any Improvements or (c) Any Substantial that, together with any other alterations undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in excess of the Alteration Threshold. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold (with credit given for any balance in the FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to the applicable Individual Property), Borrower shall promptly deliver to Lender, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any of the following: (i) cash, (ii) direct non callable obligations of the United States of America or other than alterations affecting obligations which are “government securities” within the plumbingmeaning of Section 2(a)(16) of the Investment Company Act of 1940, heatingto the extent acceptable to the applicable Rating Agencies, electrical or (iii) a Letter of Credit acceptable to Lender in its sole and other Building utilities) absolute discretion. Such security shall be conducted under in an amount equal to the supervision excess of an architect or engineer selected by Tenant, the total unpaid amounts incurred and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition incurred with respect to such alterations to the items mentioned in Improvements over the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial AlterationAlteration Threshold. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have Other than the right from time to time after the completion construction of the Building(s) and at its sole cost and expense to make additionsProject, alterations and changeswhich shall be governed by the provisions of Article III of the Mortgage Loan Agreement, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alterationBorrowers shall, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or shall cause Mortgage Borrowers to, obtain Lender’s prior consent to the Premisesany material alterations to any Improvements, provided no Event of Default which consent shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s financial condition, the value of the Collateral, the applicable Property or the Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the items mentioned terms of any Lease, (b) do not materially adversely affect 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 and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement and this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold Amount, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrowers’ 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 that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, or (E) a completion and performance bond issued by an Approved Bank; provided, however, that (i) in the preceding sentenceevent (A) Mortgage Borrowers are required to and do deliver such security to Mortgage Lender under the Mortgage Loan Agreement, Tenant shall also provide or (B) if the Mortgage Loan has been paid in full, First Mezzanine Borrowers are required to Landlord and do deliver such security to First Mezzanine Lender under the First Mezzanine Loan Agreement, or (C) if the Mortgage Loan and the First Mezzanine Loan have been paid in full, Second Mezzanine Borrowers are required to and do deliver such security to Second Mezzanine Lender under the Second Mezzanine Loan Agreement; and (ii) upon request, Lender receives evidence reasonably satisfactory acceptable to Landlord it of the delivery of such security by Mortgage Borrowers to Mortgage Lender, or by First Mezzanine Borrowers to First Mezzanine Lender, or by Second Mezzanine Borrowers to Second Mezzanine Lender, as applicable, then Borrowers shall not be required to deliver any such security to Lender. Such security (if given as set forth above) shall be in an amount equal to the funds available excess of the total unpaid amounts with respect to Tenant alterations to complete the Improvements on the applicable Property (other than such Substantial Alterationamounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant may install tenant finishes in the Demised ----------- Premises and make interior alterations, additional installations, modifications, substitutions, improvements and decorations (collectively, "Alterations") in and to the Demised Premises, subject only to the following conditions: (i) any Alterations shall have the right from time to time after the completion of the Building(s) and be made at its Tenant's sole cost and expense so that the Demised Premises shall at all times be free of liens for labor and materials supplied to the Demised Premises; (ii) without the prior written approval of Landlord, Tenant shall make additions, alterations and changes, no Alterations (x) which are structural in nature or otherwise adversely affect in any way the structure of the Demised Premises; or (y) which adversely affect or could render void or invalidate any Warranties under this Lease. In addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in without the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice approval of Landlord, Tenant shall make no Alterations to Landlordany portion of the exterior or elevation of the Building. (biii) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial any Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and performed in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements requirements of governmental authorities having jurisdiction and applicable insurance requirements and shall not violate any term of any Governmental Authorityagreement or restriction to which the Demised Premises are subject; (iv) Tenant, at its sole cost and expense, shall cause its contractors to maintain builder's risk insurance and such other insurance (including, without limitation, workers compensation insurance) as is then customarily maintained for such work, all with insurers licensed by the State of California; (v) At least fifteen (15) days prior to Tenant's commencement of any Alterations costing in excess of One Million Dollars ($1,000,000.00), the plans and specifications therefor shall be submitted to Landlord for Landlord's review and approval, which approval shall not be unreasonably "withheld or delayed provided that the provisions of this subparagraph (v) shall not apply to initial tenant improvements needed to locate a subtenant in the Demised Premises; and (vi) To the extent not inconsistent with the requirement set forth above, Tenant shall not be required to obtain Landlord's consent to Alterations which are a subtenant's initial tenant improvements. Any Alteration shall, when completed, be of such character as not to reduce the value or utility of the Demised Premises or the Building to which such Alteration is made below its value or utility to Landlord immediately before such Alteration, nor shall such Alteration alter the exterior of the Improvements or reduce the area or cubic content of the Building, nor change the character of the Demised Premises or the Building as to use without Landlord's express written consent. No change, alteration, restoration or new construction shall be in or connect the improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing casement. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises so that Landlord shall have the right to record and post notices of nonresponsibility on the Demised Premises. Within a reasonable time period prior to commencing the alterations, additions or improvements, Tenant shall provide Landlord with copies of all plans and specifications prepared in connection with any such alteration, addition or improvement, as well as copies of each material amendment and change thereto, if and when applicable. All of Tenant's generators and uninterruptible power supply equipment (but in no event including the primary HVAC system serving the Building), trade fixtures, movable partitions, furniture, machinery and furnishings installed by Tenant or assignees, subtenants or licensees of Tenant shall remain the property of the owner thereof with the right of removal, whether or not affixed and or attached to the real estate and the owner thereof shall be entitled to remove the same or any part thereof during the term or at the end of the term provided herein, provided that such owner shall repair any damage caused by such removal. Except as otherwise provided herein, all Alterations made or installed by Tenant shall remain the Property of Tenant and Tenant shall have the right to remove the Alterations at any time during the term hereof provided Tenant shall repair any damage resulting therefrom and leave the Demised Premises in a commercially reasonable condition. Notwithstanding the foregoing, any Alterations on the Demised Premises at the end of the term shall become the property of Landlord without payment therefor by Landlord, and shall be surrendered to Landlord at the expiration of the term of this Lease; provided however, if the Lease term ends prior to the thirteenth (13th) anniversary of the Lease Commencement Date, if so requested by Landlord, Tenant shall, at its sole cost and expense and in as expeditious a manner as possible remove any or all of such Alterations from the Demised Premises, to the extent required by Landlord. Tenant further agrees to repair any damage resulting therefrom and leave the Demised Premises in a commercially reasonable condition.

Alterations. Tenant 6.5.1 Any alterations to any Product shall have the right from time only be made subject to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days reasonable prior written notice to LandlordTopcon to the extent such alterations are made pursuant to orders from any Regulatory Agency, provided that (i) in the event that Topcon reasonably determines that an application for amendment to any MAA Approval in Japan may be necessary with respect to the particular Product in question, Iridex shall not export or deliver to Japan any Products reflecting or incorporating such alterations unless and until such time that Topcon notifies Iridex in writing that such amendment to the MAA Approval under the Applicable Law has been completed, and (ii) if such amendment to the MAA Approval in Japan is required under the Applicable Law, the Parties shall discuss in good faith regarding whether to continue the Distribution of the former Products (before such alterations are implemented) in Japan during such period of time. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as 6.5.2 Without limiting the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlordforegoing, in the application event that Iridex desires to make any alterations to any Product, before making any such alterations, Iridex shall promptly send a written notice to Topcon to that effect, specifying the details regarding the nature of such alterations, proposed timeline for making such permits or authorizations whenever alterations, the reasons for making such action is necessaryalterations, information concerning the manufacturing site/factory in respect of the Product subject to the alterations, and any other information as reasonably requested by Topcon, and the Parties shall discuss in good faith whether Topcon has any material concerns with making such alterations to the applicable Product. (c) Any Substantial Alteration (other than alterations affecting the plumbing6.5.3 Upon making any change in specifications or designs, heatingincluding a change of manufacturing site, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved this Section 6.5, the Parties shall discuss in good faith whether Iridex shall replace or make such changes on any of the Products previously shipped to Topcon. For the avoidance of doubt, in the event that any MAA or MAA Approval is required with respect to the alterations, until such time that the required MAA or MAA Approval is completed, Iridex shall not Distribute the altered Product to Topcon for the purpose of Distribution in Japan. 6.5.4 Topcon shall not make any alterations to any Product unless specifically authorized in writing by such architect or engineer Iridex, and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations Iridex shall be made under no obligation to make any alterations that may be requested by Topcon unless such alterations are sought to correct any Defect herein, in which case Topcon shall comply with Iridex’s reasonable dispatch (Unavoidable Delays excepted) instructions, provided that all fees and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authorityexpenses related thereto shall be borne by Iridex.

Alterations. (a) Tenant may make alterations, additions or improvements (collectively, "Alterations") to the Premises or install fixtures in the Premises after first obtaining Landlord's consent, which consent shall not be unreasonably withheld; provided however, that it shall be deemed reasonable for Landlord to withhold its consent if: (a) the cost of the work will exceed Two Hundred Fifty Thousand Dollars ($250,000) (b) a building permit will be required; or (c) if there will be any material modifications to any exterior or structural components of the Building or any of the Building's operating systems, including, without limitation, heating, ventilating, air conditioning, plumbing, electrical, and other operating systems. Notwithstanding the foregoing, Tenant may make any Alterations which are cosmetic (e.g. minor painting, changes of floor coverings or wall coverings, installation of artwork or decorations, etc.), without Landlord's consent being required, provided such cosmetic alterations do not require a building permit and do not effect the exterior of the Building or the structural or mechanical components of the Building. Upon Tenant's written request for Landlord's consent to certain Alterations pursuant to this Section, Landlord shall have thirty (30) days from the date on which Landlord receives all information reasonably required by Landlord for Landlord's review of said request to provide Tenant with notice of Landlord's consent or withholding of consent to Tenant's request (along with a written description of Landlord's reason(s) for withholding of consent, if applicable). In the event that Landlord elects to and has a right to oversee (or cause to be overseen) Tenant's requested Alteration(s), Landlord shall provide Tenant with notice of such election within said thirty (30) day period. In connection with Tenant's request for Landlord's consent under this Lease, Tenant shall have pre-pay to Landlord the right from sum of Two Hundred Fifty Dollars ($250.00) for Landlord's review of applicable documents and plans. Tenant also shall reimburse Landlord for any third-party costs and expenses incurred or to be incurred by Landlord related to such review within ten (10) days of receipt of Landlord's statement therefor. Furthermore, in the event Landlord may elect to oversee, or cause to be overseen, such Alterations, Landlord shall be entitled to receive a fee for such oversight in an amount equal to three (3%) of the cost of such alterations, additions or improvements. Landlord's review and approval of Tenant's plans and specifications for any work performed for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations including, without limitation, the provisions of the Americans With Disabilities Act, 42. U.S.C. 12101 et seq. and any governmental regulations with respect thereof (the "ADA") and Title 24 of the California Administrative Code ("Title 24"), and other similar federal, state, and local laws and regulations or that the Alterations are constructed in accordance with such plans and specifications or that such plans and specifications will be adequate for Tenant's use. In no event, however, may the Tenant make any Alterations or install fixtures which, in Landlord's reasonable judgment, might adversely affect the structural components of the Building or Building mechanical, utility or life safety systems. At the time such consent is requested, Tenant shall furnish to time after Landlord a description of the proposed work, an estimate of the cost thereof and such information as shall reasonably be requested by Landlord substantiating Tenant's ability to pay for such work. Landlord, at its sole option, may require as a condition to the granting of such consent to any work costing in excess of Five Hundred Thousand Dollars ($500,000), that Tenant provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times any and all estimated costs of the proposed work, to insure Landlord against any liability for mechanics' and materialmen's liens and to insure completion of the Building(s) and work. Before commencing any work, Tenant shall give Landlord at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after least twenty (20) days prior written notice of the proposed commencement of such work in order to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured give Landlord an opportunity to prepare, post and paid for, so far record such notice as the same may be required from time permitted by law to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to protect Landlord, 's interest in the application Premises and the Building from mechanics' and materialmen's liens. Within a reasonable period following completion of any work for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed which plans and specifications and cost estimates prepared and approved in writing by were required to obtain a building permit for such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentencework, Tenant shall also provide furnish to Landlord evidence reasonably satisfactory to Landlord "as built" plans showing the changes made to the funds available to Tenant to complete such Substantial AlterationPremises. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. 15.01 Tenant will not make, cause or permit any alterations, additions or improvements ("alterations") in or to the Demised Premises without in each instance obtaining Landlord's prior written consent thereto, which consent shall have not be unreasonably withheld or delayed. By way of illustration but not limitation, Landlord will be entitled to withhold its consent if the right from time to time after proposed alterations (i) impair or affect the completion structural soundness or integrity of the Building(sDemised Premises, Building, or any of the systems or equipment therein, (ii) lessen the present or future value of the Demised Premises or Building, (iii) change the type of use of the Demised Premises, or (iv) increase the risk of damage or injury to the Demised Premises, the Building or the occupants of the Building. Any such consent by Landlord may be upon condition that the work be performed by Landlord's agents, servants, employees or contractors and that Tenant furnish to Landlord such evidence of Tenant's financial ability to assure payment and/or completion as Landlord may reasonably require. If Landlord so elects and notifies Tenant at the time of Tenant's request to make such alterations, Tenant will, at its sole cost and expense expense, remove any alterations (structural or non-structural) at the expiration or other termination of this Lease, repair all damage caused by such removal and restore the Demised Premises to the condition in which they were prior to the installation of any such alterations. Nothing herein contained will be construed to restrict Tenant's right to install or to make additionsany changes in Tenant's own movable trade fixtures. The provisions of this Article 15 are subject to the terms and conditions of any mortgage to which this Lease is subordinate and if the consent of any such mortgagee is required for such work, such consent will be obtained by Tenant before any such work is commenced. In that regard, Landlord agrees to reasonably cooperate with Tenant in obtaining the consent of such mortgagee. Plans and specifications, together with an estimate of the cost of, for any proposed alterations will be submitted to Landlord upon the request for its consent. However, such review and changesconsent by Landlord will not be deemed Landlord's opinion as to acceptability to or compliance with municipal requirements. Upon completion of the alterations Landlord is to receive one print and one reproducible copy of the "as-built" construction plans. If Landlord elects to, structural and notifies Tenant that it will, require removal of Alterations upon the expiration or otherwise (earlier termination of this Lease, then Landlord shall also have the option to require that Tenant post a security deposit, letter of credit or other evidence of Tenant's financial ability to so remove such Alterations. 15.02 In making any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alterationcontemplated by this Article, or change involving an estimated cost any repair or restoration contemplated by other terms and conditions of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to this Lease, the Premisesparties will comply with all applicable laws, provided no Event of Default shall be continuingregulations, subject, however, in ordinances and orders and procure all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to timerequisite permits, all at Tenant's expense. Copies of all such approvals, authorizations and permits will be delivered to and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing retained by Landlord. Each party will, such approval not on written request from the other, execute any documents necessary to be unreasonably withheld, conditioned or delayedsigned on its part in order to obtain any such permit. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall All alterations made hereunder will be made with reasonable dispatch (Unavoidable Delays excepted) and performed in a first-class, good and workmanlike manner using new materials at least equivalent in quality to those used in the construction of the Building. 15.03 All alterations (other than Tenant's trade fixtures) will upon termination of this Lease immediately be and become the sole and absolute property of Landlord and will remain upon and be surrendered with the Demised Premises unless Landlord has elected as provided in compliance Section 15.01 that such alterations be removed, in all material respects with all applicable permits which event they will be removed by Tenant and authorizations and buildings and zoning laws and with all other Legal Requirements the Demised Premises restored to its original condition at Tenant's expense upon or prior to the surrender of any Governmental Authoritypossession.

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 (“Alterations”), without the prior written consent of Landlord (not to be unreasonably withheld) and/or without a valid building permit issued by the appropriate governmental authority, where required. As a condition to giving such consent, Landlord may require that Tenant agree to remove any Specialty Alterations in accordance with the provisions of Section 5(a) of Addendum One. Unless Landlord requires that Tenant remove any such Specialty Alteration, any Alteration, 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. Landlord will notify Tenant as to whether Landlord approves any proposed Alteration to be performed by Tenant within fifteen (15) days following Tenant’s submission to Landlord of Tenant’s request for consent to any such Alteration (including within such request, proposed plans and specifications, designation of architect and contractors, and other relevant information). If Landlord fails to notify Tenant of Landlord’s approval or disapproval within such fifteen (15) day period, Tenant shall have the right from time to time provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 13 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE ALTERATIONS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within fifteen (15) calendar days after receipt by Landlord, the completion plans in question shall be deemed approved by Landlord. Without limiting the generality of the Building(s) foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and sub-panels), telephone/components, air conditioning, partitioning, drapery, and carpet installations made by Tenant, regardless of how affixed to the Premises, together with all other Alterations 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 is required by law, regulation, ordinance or order of any public agency as a result of Tenant’s use of the Premises for purposes other than office use, Tenant shall promptly make the same at its sole cost and expense to make additionsexpense. If during the Term, alterations and changesany alteration, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated to the Common Area is Required by law, regulation, ordinance or order of any public agency, Landlord shall make the same and the cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in such alteration, addition or to the Premises, provided no Event of Default change shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until a Common Area Charge and Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision pay Tenant’s Pro Rata Share of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and said cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationprovided in Paragraph 12 above. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Borrower shall obtain Lender's prior written consent, which consent shall not be unreasonably withheld or delayed, to any alterations to the Improvements, the cost of which is reasonably anticipated to exceed $1,000,000 (the "THRESHOLD AMOUNT") or that will have a material adverse effect on Borrower's financial condition, the right from time to time after the completion use, operation or value of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural Trust Property or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or net operating income with respect to the PremisesTrust Property, provided no Event of Default shall be continuing, subject, however, in all cases to the following: other than (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice tenant improvement work performed pursuant to Landlord. the terms of any Lease executed on or before the date hereof, (b) No Alteration tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof and not adversely affecting any structural component of any Improvements, any utility or Substantial Alteration HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall be undertaken until Tenant shall have procured not require Lender's consent to Tenants' exterior signage pursuant to any Lease approved by Lender in accordance with the terms and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits provisions of this Deed of Trust) or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting performed in connection with the plumbing, heating, electrical and other Building utilities) shall be conducted under restoration of the supervision Trust Property after the occurrence of an architect a Casualty or engineer selected by Tenant, and no such Substantial Alteration shall be made, except Condemnation in accordance with detailed plans the terms and specifications provisions of this Deed of Trust. If Lender fails to respond to a request for consent under this paragraph 7 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and cost estimates prepared and approved shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the reasons for such refusal. Any approval by such architect Lender of the plans, specifications or engineer and reasonably approved in writing by Landlordworking drawings for alterations of the Trust Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval not upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other person reasonably acceptable to be unreasonably withheld, conditioned or delayedLender. In addition to If the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) total unpaid amounts due and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.payable with

Alterations. Tenant Subtenant shall have not make any alterations, additions or other improvements to the right from time to time after Subleased Premises by or on behalf of Subtenant (but not including Subtenant’s moveable trade fixtures or moveable items of personal property) (“Alterations”) without Sublandlord’s prior written consent, which shall not be unreasonably withheld or delayed, and the completion approval of Master Landlord if required by the terms of the Building(s) Master Lease. At the time Subtenant requests approval from Sublandlord or Master Landlord, Subtenant must obtain the prior written approval of Master Landlord and at its sole cost Subtenant to any contractors and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years vendors performing work in the same manner as Subleased Premises. Subtenant acknowledges that Master Landlord has a pre-approved list of contractors and vendors from which Subtenant must select its contractor and vendors. Sublandlord shall consent or object to any proposed Alterations within three business days after receipt of all materials required by this Sublease and the Base Rent Master Lease. If Sublandlord does not consent or object to Subtenant’s proposed Alterations within the three business day period provided above, Sublandlord’s consent will be deemed given. Sublandlord may withhold its approval of any proposed Alterations if Subtenant is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and in default of any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to its obligations under this Sublease at the Premises, provided no Event of Default shall be continuing, subjecttime Subtenant requests Sublandlord’s approval; provided, however, if Subtenant cures the default within the applicable notice and cure periods set forth in all cases this Sublease, Sublandlord shall reconsider Subtenant’s request for approval. Any Alterations to the following: which Sublandlord and Master Landlord (aif required) No Substantial Alteration shall consent must be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured constructed and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except installed in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned (i) all requirements contained in the preceding sentenceMaster Lease, Tenant shall also provide and (ii) any reasonable requirements imposed by Sublandlord to protect Sublandlord’s interest in the Master Lease and/or in the Subleased Premises. All such alterations, additions and improvements consented to by Sublandlord and Master Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (dif required) Any Alterations or Substantial Alterations shall will be made with reasonable dispatch (Unavoidable Delays excepted) using new, first class materials and in a good and workmanlike manner. Subtenant shall be obligated to diligently pursue the completion of all Alterations to the Subleased Premises. Any work that has not been completed in a timely manner may be completed by Sublandlord or Master Landlord, at the expense of Subtenant. Such expense will be collectible as Additional Rent and will be paid by Subtenant within 10 days after delivery of a statement for such expense. At its sole cost and expense, Subtenant shall coordinate all work with a project manager approved by Sublandlord (and Master Landlord, if required), and Sublandlord shall have the right to review all progress in compliance connection with such work. Sublandlord hereby approves ▇▇▇▇▇ ▇▇▇▇ LaSalle as Subtenant’s project manager. Subtenant shall be solely responsible for any and all expenses additional costs charged by Master Landlord (whether billed directly to Sublandlord or Subtenant) arising out of the approval or installation of the Alterations pursuant to the Master Lease, including without limitation legal expenses, architectural and engineering expenses. Where possible, Subtenant shall coordinate payment of all additional costs directly with Master Landlord. Subtenant will indemnify and hold Sublandlord, Master Landlord, the Subleased Premises, the Premises, and the Building free, clear and harmless of and from all mechanics’ liens and claims of liens, and all other liabilities, liens, claims and demands on account of such work by or on behalf of Subtenant. Prior to the commencement of any work (including, but not limited to, any maintenance, repairs, alterations, additions, improvements or installations) in all material respects or to the Subleased Premises, by or for Subtenant, Subtenant will give Sublandlord written notice of the proposed work and the names and addresses of persons supplying labor and materials for the proposed work. Sublandlord and/or Master Landlord will have the right to post notices of non-responsibility or similar written notices on the Subleased Premises and the Premises in order to protect the same against any such liens. Upon termination of this Sublease, any Alterations to the Subleased Premises shall remain in the Subleased Premises, and Subtenant shall not have the right to remove such Alteration, unless requested to do so in writing by Sublandlord at such time as Sublandlord’s consent is received, or by Master Landlord to the extent permitted under the Master Lease; provided, however, Sublandlord shall not require Subtenant to remove any Alterations or restore the Subleased Premises unless such restorations or removal is a requirement of Master Landlord. If Subtenant is required to remove any improvements, Subtenant shall, at its sole cost and expense, restore the Subleased Premises to their condition prior to this Sublease, and restore the Subleased Premises in accordance with all applicable permits terms and authorizations and buildings and zoning laws and with all other Legal Requirements conditions in the Master Lease. Subtenant’s obligations under this section shall survive expiration or earlier termination of any Governmental Authoritythis Sublease.

Alterations. Tenant shall not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion would reasonably be expected to adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent in any material respect, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s standards for new alterations in the Building. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord (together with reasonable supporting back up documentation), Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof for which a fee has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour for time spent by senior staff, and $100 per hour for time spent by junior staff, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. All alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section 5.2. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Building that are required in order to comply with Legal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide such rules and regulations relative to the performance of any alterations, additions, improvements and installations hereunder (which shall be applied in a non-discriminatory manner) and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, as Additional Rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or the Building to the extent paid for by Landlord. Notwithstanding the terms of this Section 5.12, Tenant shall have the right from time right, without obtaining the prior consent of Landlord but upon notice to time after Landlord given ten (10) days prior to the completion commencement of any work (which notice shall specify the nature of the Building(s) and at its sole cost and expense work in reasonable detail), to make additionsalterations, alterations and changes, structural additions or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or improvements to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the followingPremises where: (a) No Substantial Alteration shall be commenced except after twenty the same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Building (20) days prior written notice to Landlord.including no signs on windows); (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to timedo not affect the roof, all permits any structural element of the Building, the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in fire protection systems of the application for such permits or authorizations whenever such action is necessary.Building; (c) Any Substantial Alteration with the exception of painting and carpeting (other than alterations affecting the plumbing, heating, electrical and other Building utilities) which shall not be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition subject to the items mentioned dollar limits set forth in this subsection (iii)), the preceding sentencecost of any individual alteration, addition or improvement shall not exceed $30,000.00 and the aggregate cost of said alterations, additions or improvements made by Tenant during the Lease Term shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration.not exceed $200,000.00 in cost; and (d) Any Alterations Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance or Substantial Alterations taxes or of services, Tenant shall be made with pay for any such increase in cost; provided, however, that Tenant shall, within thirty (30) days after the making of such changes, send to Landlord plans and specifications describing the same in reasonable dispatch detail and provided further that Landlord, by notice to Tenant given at least thirty (Unavoidable Delays 30) days prior to the expiration or earlier termination of the Lease Term, may require Tenant to restore the Premises to its condition prior to construction of such improvements (reasonable wear and tear excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements at the expiration or earlier termination of any Governmental Authoritythe Lease Term.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additionsno alterations, alterations and changesinstallations, structural changes or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) additions in or to the PremisesPremises or the Project (collectively, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a"Alterations") No Substantial Alteration shall be commenced except after twenty (20) days without Landlord's prior written notice to Landlord. (b) No Alteration or Substantial Alteration consent, which shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, (i) Landlord hereby consents to those Alterations listed on Exhibit "E" attached hereto and made a part hereof (so long as such Alterations are otherwise completed in accordance with the requirements set forth in this Lease), and (ii) Landlord's prior written consent shall not be required for Tenant's interior painting, and for any non-structural installation of fixtures, equipment, interior floors and floor coverings in the Premises, all of which may otherwise be completed in accordance with this Lease. In addition Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors reasonably approved by Landlord in writing and upon the reasonable approval by Landlord in writing of plans and specifications pertaining to the items mentioned Alterations in the preceding sentencequestion, to be prepared and submitted by Tenant at its sole cost and expense. Landlord shall grant or deny consent to a proposed Alteration within ten (10) business days after Landlord's receipt of plans and specifications therefor. If Landlord fails to so respond in writing to Tenant within said ten (10) business day period, Tenant shall also provide may send a second written notice ("Alteration Notice") to Landlord evidence reasonably satisfactory indicating that such Alteration Notice is being delivered by Tenant pursuant to Landlord as this Section 9(d). Landlord's failure to the funds available withhold its consent by written notice to Tenant to complete such Substantial Alteration. within five (d5) Any Alterations or Substantial Alterations business days after Landlord's receipt of a properly delivered Alteration Notice shall be made with reasonable dispatch (Unavoidable Delays excepted) deemed to constitute Landlord's consent to such Alteration. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and workmanlike manner and manner, in compliance in all material respects conformance with all applicable permits Laws and authorizations and buildings and zoning laws and pursuant to a valid building permit. Landlord shall not be entitled to a construction management fee or review fee in connection with all other Legal Requirements any Alterations. Notwithstanding anything to the contrary contained herein, Tenant may also make minor alterations to the Premises (the "Minor Alterations"), without Landlord's consent, provided that the cost of any Governmental Authoritysuch Minor Alteration does not exceed $75,000 in any one instance and more than $200,000 in the aggregate during the Term; and provided further that such Minor Alteration does not (i) require any structural modifications to the Premises, (ii) require any changes to, nor adversely affect, the Project Systems, and (iii) affect the exterior appearance of the Project. Notwithstanding the rights accorded to Tenant pursuant to the immediately preceding sentences, Tenant acknowledges and agrees that Landlord's permission for Tenant to commence construction or Landlord's monitoring of such work shall in no way constitute any representation or warranty by Landlord as to the adequacy or sufficiency of such plans and specifications, the improvements to which they relate, the capabilities of such contractors or the compliance of any such work with any applicable Laws; instead, any such permission or monitoring shall merely be the consent of Landlord as required hereunder.

Alterations. Except for work or alterations of a cosmetic, decorative, non-structural nature, which do not: (a) involve in any manner the mechanical, electrical or plumbing systems in the Building; or (b) exceed the cost of $50,000.00 in the aggregate, which aggregate shall include any work performed in any other premises leased by Tenant in the Building pursuant to another lease with Landlord, in any six-month period, Tenant shall have not do any work in or about the right from time Leased Premises or make any alterations or additions thereto, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. All such work to time after the completion of the Building(s) which Landlord consents shall be performed and installed at its Tenant’s sole cost and expense in accordance with plans and specifications to make additionsbe supplied by Tenant, alterations which plans and changesspecifications, structural and the contractors, subcontractors and all suppliers of labor or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default materials shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall instances first be commenced except after twenty (20) days prior written notice subject to Landlord. (b) No Alteration ’s approval, which shall not be unreasonably withheld or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdictiondelayed. Landlord shall joinrespond to any request by Tenant for Landlord’s approval, but without expense to including any such request made in connection with the Initial Work, within thirty (30) days, and, if Landlord does not give its approval, Landlord shall specify its reasons for not giving its approval. During the performance of any work, whether or not Landlord’s consent is required therefor, Tenant shall maintain such insurance as Landlord may reasonably require for the benefit of Landlord or such other parties as Landlord shall designate in the application writing. Tenant shall reimburse Landlord for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than Landlord’s actual out-of-pocket costs in reviewing Tenant’s plans for any alterations affecting the plumbing, heating, electrical and other Building utilities) requiring Landlord’s approval. Landlord shall be conducted under the supervision provide Tenant with invoices from those professionals from whom Landlord incurred fees in support of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except Landlord’s demand for reimbursement in accordance with detailed plans and specifications and cost estimates prepared and approved this Section. Landlord will make commercially reasonable efforts to cooperate with Tenant in writing by such architect connection with any application Tenant makes to obtain any permits, licenses, approvals and/or sign-offs necessary for any alterations or engineer and reasonably approved in writing by improvements Tenant makes pursuant to this Section. Within 30 days of completion of any alterations or improvements, regardless of whether Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence’s consent is required therefor, Tenant shall also provide furnish Landlord with complete as-built sepia and CAD drawings thereof. Landlord shall not charge Tenant a supervisory fee in connection with work performed pursuant to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationthis Section. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant (a) Brillian shall have not make any building or leasehold alterations or additions, including remodeling or signage, without first obtaining Master Landlord's and TFS's consent, which TFS's and Master Landlord's consent may be withheld in their sole discretion. If any such alterations or additions are made, Brillian agrees not to permit any mechanics' liens to be placed on the right from time Sublet Premises or any portion thereof and to time after cause any contract for work to be done at the completion Sublet Premises to contain a waiver of the Building(s) contractor's right to file a mechanics' lien. Any alterations of any kind to the Sublet Premises or any part thereof, except Brillian's trade fixtures which can be removed without damage or defacement to the Sublet Premises or any other portion of the Building, shall be surrendered with the Sublet Premises, as a part thereof, at the end of the Sublease Term; provided, however, that TFS may require at the time TFS and at its sole cost and expense Master Landlord consent to make additions, alterations and changes, structural or otherwise (any addition, such alteration or change involving an estimated cost up fixture Brillian to but not exceeding $750,000remove any alterations or fixtures made by Brillian, reasonably adjusted for inflation every 5 Years and to repair any damage to the Sublet Premises caused by such removal, all at Brillian's sole expense. Any alterations installed by Brillian shall be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all other portions of the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Sublet Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant Brillian shall have procured the right to place a sign or signs on the facade of the Building, provided, however: (i) TFS (and paid for, so far as the same may be Master Landlord to the extent that such consent from the Master Landlord is required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in under the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilitiesMaster Lease) shall be conducted under have the supervision of an architect or engineer selected by Tenantright to consent to the size, style, and no location of any such Substantial Alteration signs, which consent shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned withheld or delayed. In addition to the items mentioned in the preceding sentence, Tenant ; (ii) any such signs shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects comply with all applicable permits laws, rules, regulations, and authorizations covenants, conditions, and buildings restrictions of record; and zoning laws (iii) TFS may require that Brillian remove any such signs at the expiration of the Term and with repair any damage to the Building caused by such removal, all other Legal Requirements of any Governmental Authorityat Brillian's sole expense.

Alterations. Tenant Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to any alterations to any Improvements which may have a material adverse effect on Borrower’s financial condition, the right value of any Property or the Net Operating Income with respect to any Property. 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, the value of any Property or the Net Operating Income with respect to any Property, provided that such alterations (a) are either work performed pursuant to the terms of any Lease approved or deemed approved in accordance with the terms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget, (b) do not adversely affect 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 and (c) the aggregate cost thereof for all of the Properties combined (not including the cost of any previous alterations which have been satisfactorily completed and indefeasibly paid for in full prior to the commencement of such new alterations), and for any individual Property, does not exceed the Threshold Amount for the applicable Property, or (d) are performed in connection with Restoration after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any 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 the Obligations any of the following: (i) cash or U.S. Obligations or (ii) an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) 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 (z) with respect to which each Approved Rating Agency has issued a Rating Agency Confirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on such 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 after at the completion option of the Building(s) and at its sole cost and expense Lender to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application pay for such permits or authorizations whenever such action is necessaryalterations. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have the right from time Subsequent to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted Landlord’s Work pursuant to Section 4.1 hereof2, being called an “Alteration” and if any, Tenant shall not attach any additionfixtures, alteration, equipment or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or other items to the Premises, provided no Event or paint or make any other additions, changes, alterations, repairs or improvements (collectively hereinafter “Alterations”) to the Premises, Building , Property, or Center without Landlord’s prior written consent, which with respect to Alterations to the Premises will not be unreasonably withheld so long as Tenant is not then in default of Default this Lease (beyond any applicable cure period). For any proposed work in excess of $5,000 or that involves any Alterations to the structure of the Building or the Systems and Equipment, Landlord may condition its consent on Tenant’s delivery to Landlord of a letter of credit or completion bond in the amount of 50% of the estimated cost of the Alterations, conditioned upon Tenant’s timely completion of the work and payment of all persons having lien rights on account of the work. If Landlord consents to any Alterations, Landlord may post notices of nonresponsibility in accordance with law. Any Alterations so made shall remain on and be continuingsurrendered with the Premises upon expiration or earlier termination of this Lease, subjectexcept that Landlord may, within thirty (30) days before expiration of this Lease or within thirty (30) days after earlier termination of this Lease elect to require Tenant to remove any or all Alterations at Tenant’s sole cost and expense; provided, however, in all cases at the time 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, then at its own and sole cost Tenant shall restore the Premises to the following: condition prior to the installation of the alteration (a) No Substantial Alteration shall be commenced except after twenty reasonable wear and tear, condemnation and casualty damage excepted), before the last day of the term or within thirty (2030) days prior written after notice of its election is given, whichever is later. If after receiving Landlord’s consent to Landlord. (b) No Alteration any alteration, Tenant changes or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentencemodifies its planned alteration, Tenant shall also provide obtain Landlord’s consent to all such changes and modifications. Landlord evidence reasonably satisfactory consents to Landlord as all of Tenant’s Alterations to the funds available to Tenant to complete such Substantial AlterationPremises in existence on the date of this Lease. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Borrower shall have the right from time to time after the completion of the Building(s) not, and at its sole cost and expense shall not permit Senior Mezzanine Borrower, Mortgage Borrower or Baltimore Owner to make additionsany alteration of any Improvement without obtaining Lender’s prior consent to such alterations, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but which consent shall not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s or Baltimore Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations with respect to the items mentioned applicable Individual Property (a) are made in connection with 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 in accordance with the terms of this Agreement, (b) related solely to furniture, fixtures and equipment, (c) have been provided for in the preceding sentenceApproved Annual Budget, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations do not adversely affect any structural component of any Improvements on the applicable Individual Property, any utility or Substantial Alterations HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property or (e) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have thirty (30) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such thirty (30) days, Lender’s approval shall be made deemed given. Should Lender fail to approve any such request, Lender shall give Borrower written notice setting forth in reasonable detail the basis for such disapproval. If the total unpaid amounts due and payable with reasonable dispatch respect to alterations to the Improvements at any Individual Property (Unavoidable Delays exceptedother than such amounts to be paid or reimbursed by tenants under the Leases or from the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) shall at any time exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property (the “Alteration 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 or a Letter of Credit, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the Rating Agencies have confirmed in writing will not, in and of itself, result in a good 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 workmanlike manner payment bond issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond 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 that, if required by Lender, the Rating Agencies have confirmed in compliance writing will not, in all material respects 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 all any Securitization. Such security shall be, and shall be adjusted from time to time to be, in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable permits Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases or the Reserve Funds established and authorizations maintained pursuant to the Mortgage Loan Documents or the Loan Documents) over the Alteration Threshold Amount and buildings Lender may apply such security from time to time at the option of Lender to pay for such alterations. Notwithstanding the foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security, provided that (1) Mortgage Borrower is required to and zoning laws does deposit such security under the Mortgage Loan and (2) Lender receives evidence reasonably acceptable to Lender of the deposit of such security with all other Legal Requirements of any Governmental AuthorityMortgage Lender.

Alterations. Tenant shall have Other than the right from time to time after the completion construction of the Building(s) and at its sole cost and expense to make additionsProject, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in which shall be governed by the same manner as the Base Rent is adjusted pursuant to Section 4.1 provisions of Article III hereof, being called an “Alteration” and Borrowers shall obtain Lender’s prior consent to any additionmaterial alterations to any Improvements, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default which consent shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s financial condition, the value of the applicable Property or the Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the items mentioned terms of any Lease, (b) do not materially adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the preceding sentenceexterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, Tenant or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.22, Lender shall also provide have fifteen (15) Business Days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to Landlord evidence reasonably satisfactory approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to Landlord approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterations to the funds available Improvements at any Property (other than such amounts to Tenant be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold Amount, Borrowers shall promptly deliver to complete Lender as security for the payment of such Substantial Alteration. amounts and as additional security for Borrowers’ obligations under the Loan Documents any of the following: (dA) Any Alterations cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or Substantial Alterations qualification of the then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, or (E) a completion and performance bond issued by an Approved Bank. Such security shall be made in an amount equal to the excess of the total unpaid amounts with reasonable dispatch respect to alterations to the Improvements on the applicable Property (Unavoidable Delays exceptedother than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements during the continuance of any Governmental Authorityan Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

Alterations. Tenant (a) Subtenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to not make additions, any alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the PremisesPremises without the prior written consent of Sublandlord (which consent Sublandlord shall not unreasonably withhold), provided and the Prime Landlord (to the extent required by the Prime Lease) in each instance, and without complying with the provisions of the Prime Lease. Sublandlord shall request Prime Landlord’s consent to any such alterations by Subtenant promptly upon Subtenant’s request. In the event Sublandlord fails to respond to any request for alterations made by Subtenant in writing (“Original Alterations Notice”) within fifteen (15) business days after Sublandlord’s receipt of such request, then Subtenant may resubmit such request in writing to Sublandlord with a notice set forth at the top of its request for approval, containing a legend in 14 point bold type which states in bold and all-capital letters: “URGENT NOTICE OF WAIVER OF RIGHTS BY SUBLANDLORD,” and the content of such notice identifies this Section and Article 6 of the of the Prime Lease and further states in bold and all capital letters: “IF SUBLANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER SUBLANDLORD’S RECEIPT OF SAME, THEN SUBLANDLORD’S CONSENT TO THE PROPOSED ALTERATIONS SHALL BE DEEMED TO HAVE BEEN GIVEN” (“Second Alterations Notice”). In the event Sublandlord receives a Second Alterations Notice, and if Sublandlord fails to respond thereto within such three (3) business day period, then Sublandlord’s consent solely to the alterations set forth in the Second Alterations Notice (if and only if such alterations have not been amended or modified in any way from those set forth in the Original Alterations Notice), shall automatically deemed to have been given. Nothing contained in the foregoing to the contrary shall in any way release Subtenant from the obligation to procure the Prime Landlord’s consent to any alterations, nor shall Sublandlord’s approval, or deemed approval, of any alterations constitute Prime Landlord’s consent to same, nor otherwise bind Prime Landlord in any way. Similarly, Prime Landlord’s consent to any alterations shall in no Event way constitute Sublandlord’s consent to same, nor, in way, bind Sublandlord. Prime Landlord’s required response to a request for its approval of Default any alterations shall be continuing, subject, however, in all cases pursuant to the following:terms of the Prime Lease, and Sublandlord shall have no liability to Subtenant for Prime Landlord’s failure to comply with the terms thereof. (ab) No Substantial Alteration To the extent Sublandlord incurs any costs or expenses (whether as a result of charges by the Prime Landlord under the Prime Lease or Sublandlord’s own reasonable, out-of-pocket expenses in connection with any review), Subtenant shall reimburse Sublandlord for all such reasonable, out-of-pocket costs and charges, which fees shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each review solely for Sublandlord (“Sublandlord’s Review Fee”), plus any sums due the Prime Landlord under the Prime Lease, within thirty (30) days after being billed therefor. Notwithstanding the foregoing, Sublandlord’s Review Fee shall not be commenced except after applicable to the Work (as defined in the attached Work Letter). In the event that any mechanic’s lien is filed or recorded against the Premises or Building as a result of any work or act of, by, through, or for Subtenant, the Subtenant, at its expense, shall discharge or bond over the same so as to be in compliance with the Prime Lease within twenty (20) days prior written notice from the filing or recording thereof. If Subtenant fails to Landlord. discharge said mechanic’s lien within such twenty (b20) No Alteration day period, Sublandlord may bond or Substantial Alteration pay same without inquiring into the validity of merits or such lien, and all sums so advanced, plus interest at the Interest Rate (defined hereafter), shall be undertaken until Tenant paid to Sublandlord upon demand as Additional Rent. At, or prior to, the end of the Term, Subtenant shall remove any alterations installed by, or for the benefit of, Subtenant, if required by Prime Landlord pursuant to the Prime Lease or, upon an Event of Default, if requested by Sublandlord (and such removal would be required under the Prime Lease at the end of the term therefor), and Subtenant shall repair any damage caused as a result of such removal, all at Subtenant’s sole cost and expense. As a condition to Sublandlord’s consent to any alterations (other than the Work), Sublandlord shall have procured the right to require Subtenant to deposit reasonable security with Sublandlord with respect to any alterations Subtenant intends to undertake, and paid forSublandlord shall have the right to establish a construction escrow for payment of such security deposit to pay for any construction costs directly to the contractor and subcontractors, all at Subtenant’s sole cost and expense. Notwithstanding the foregoing to the contrary, so far long as: (i) Subtenant has a net worth in excess of Fifty Million and No/100 Dollars ($50,000,000.00), as verified by Sublandlord in its reasonable judgment; and (ii) the same may aggregate anticipated cost of the alterations which Subtenant intends to perform in any twelve (12) month period is less than Five Hundred Thousand and No/100 Dollars ($500,000.00), then Subtenant shall not be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense deposit additional security with respect to Landlord, in the application for such permits or authorizations whenever such action is necessaryintended alterations. (c) Any Substantial Alteration Sublandlord shall not be entitled to any management, coordination or supervision fee in connection with any alterations made by Subtenant in the Premises, including, without limitation, pursuant to the Work Letter attached to the Sublease as Exhibit A. Notwithstanding the foregoing, nothing in this Section (other than alterations affecting the plumbing, heating, electrical and other Building utilitiesc) shall be conducted prevent Sublandlord from collecting any such fees which are due and payable to Prime Landlord under the supervision of an architect or engineer selected by TenantSublease, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by which Sublandlord agrees to promptly pay to Prime Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Other than the purchase, replacement and/or installation of FF&E or Capital Expenditures contemplated by the most recent Approved Annual Budget, Borrowers shall have the right from time obtain Administrative Agent's prior written consent to time after the completion (i) any material structural alteration or (ii) with respect to each Collateral Property, any other alteration to any Improvements thereon which is estimated to cost in excess of four (4%) percent of the Building(s) and at its sole cost and expense to make additionsvalue of the Collateral Property, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but which consent shall not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned, except with respect to alterations that may have a Material Adverse Effect or cause a Material Property Event. To the extent that Administrative Agent's consent or approval is required under this Section 7.19, any such proposed alterations to any Improvements submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT'S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”; and (ii) Administrative Agent shall have failed to notify Borrowers of its approval or disapproval within such fifteen (15) Business Days following Administrative Agent's receipt of Borrowers' written request together with a reasonably detailed description of such proposed alteration and any and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision. In addition no event shall Administrative Agent be deemed to have approved alterations that may have a Material Adverse Effect or cause a Material Property Event. Upon a Borrower's request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationreasons for any disapprovals under this Section 7.19. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that may have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the right value of the related Individual Property, the Collateral or the 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 or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral or the Net Operating Income, provided that such alterations (a) are made in connection with work performed pursuant to an Approved Capital Budget for the related Individual Property or (b) do not adversely affect 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 and either (i) the cost of which is less than $1,000,000.00, or (ii) are alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), provided that, at no time shall the total cost of all alterations then being undertaken on all of the Properties exceed $10,000,000.00, Borrower shall promptly deliver or cause to be delivered 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 for which Lender has received a Rating Confirmation, or (D) a completion bond or letter of credit 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 for which Lender has received a Rating Confirmation. 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 applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and applied from time to time after at the completion option of Lender to pay for such alterations or to terminate any of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in restore the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or related Individual Property to the Premisesextent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, provided no Event of Default Borrower shall be continuing, subject, however, in all cases relieved of its obligation to deposit the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice security for certain alterations described above provided Mortgage Borrower is required to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time does deliver such security to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except Mortgage Lender in accordance with detailed plans the Mortgage Loan Documents and specifications and cost estimates prepared and approved in writing by Lender received evidence acceptable to Lender of the delivery of such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationsecurity. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. The following provisions govern Alterations constructed by Tenant: (i) Tenant shall not construct any Alterations or otherwise alter the Premises without Landlord's prior approval if (a) such action results in the demolition, removal or material alteration of existing improvements or future Renovation Improvements (including partitions, wall and floor coverings, ceilings, lighting fixtures or other utility installations), and (b) the cost of such construction or alteration exceeds One Hundred Thousand Dollars ($100,000) per work of improvement (as such amount is adjusted pursuant to Paragraph 41) or if the cost of Alterations done, under construction, or for which approval is sought during any calendar quarter exceeds One Hundred Thousand Dollars ($100,000) (as such amount is adjusted pursuant to Paragraph 41). With respect to any Alterations which must be approved by Landlord pursuant to the immediately preceding sentence, Tenant shall not commence construction of such Alterations until Landlord shall have the first approved the plans and specifications therefor, which approval shall be deemed given if not denied in writing within ten (10) working days after Landlord shall have received Tenant's request for such approval. In no event shall Tenant make any Alterations to the Premises which could affect the structural integrity or the exterior design of the Building. Notwithstanding anything contained herein, Tenant shall have the right from time to time after the completion of the Building(s) reconfigure demountable walls and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days partitions without Landlord's prior written notice to Landlordconsent. (bii) No Alteration or Substantial Alteration All Alterations requiring Landlord's approval shall be installed by Tenant in substantial compliance with the approved plans and specifications therefor. All construction undertaken until by Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except done in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) all Laws and in a good and workmanlike manner using materials of good quality. Tenant shall not commence construction of any Alterations until (a) all required governmental approvals and in compliance in permits shall have been obtained, and (b) all material respects with requirements regarding insurance imposed by this Lease have been satisfied. (iii) Landlord shall cause to be made available to Tenant all applicable permits information maintained by Landlord or Landlord's architect which relates to the plans for the Building, including any "as-built" plans for the Building (and authorizations mechanical platforms on the Building roof) and/or Outside Areas, so that Tenant can incorporate such information into Tenant's files relating to plans for the Tenant Improvements and buildings for Alterations. At all times during the Lease Term, (a) Tenant shall maintain and zoning laws keep updated "as-built" plans for all Alterations constructed by Tenant which may or may not have required a building permit or other governmental approval, and with (b) Tenant shall provide to Landlord copies of all such "as-built" plans and any and all other Legal Requirements drawings relating to Tenant's Alterations in the Premises. (iv) All Alterations shall remain the property of Tenant during the Lease Term. Tenant shall have the right to remove any Alterations so long as it repairs all damage caused by the installation thereof and returns the Premises to the condition existing prior to the installation of such Alterations. At the expiration or sooner termination of the Lease Term, all Alterations that Tenant does not elect to remove shall be surrendered to Landlord as a part of the realty and shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof. Notwithstanding anything contained herein (but subject to the restrictions set forth in Paragraphs 13.B(iv)(a) and (b)), if Landlord so requires, at the expiration or earlier termination of the Lease Term, Tenant shall remove any Alterations designated for removal by Landlord, including those Alterations for which Landlord's consent was not initially required, and shall restore the Premises to the condition existing prior to the installation of such Alterations only to the extent necessary to return the Premises to a condition that has substantially the same value to subsequent tenants as existed on the Commencement Date, ordinary wear and tear excepted. The following provisions shall qualify the general rule set forth in the immediately preceding sentence: (a) Tenant shall remove and restore all damage caused by the removal of any Governmental Authorityspecialized Alterations specifically related to the operation of Tenant's business in the Premises. To the extent Alterations made by Tenant results in a reduction in the capacity of HVAC, mechanical, electrical or plumbing systems, Tenant shall restore HVAC, mechanical, electrical and plumbing systems so that the capacity thereof is substantially the same as existed as of the Commencement Date, ordinary wear and tear excepted. If restroom "cores" and fixtures have been changed, such "cores" shall be moved to their original location and such "cores" and fixtures shall be restored to substantially the same condition as existed as of the Commencement Date, ordinary wear and tear excepted. If Tenant has made any Alterations to the structural parts of the Building (i.e., foundations, load-bearing walls, and structural roof system, but excluding roof membrane) or the floor slab, such structural parts of the Building shall be returned to the condition existing prior to the making of such Alterations by Tenant (including the filling of any pits, well▇ ▇▇ trenches). If Tenant has made any Alterations to the roof membrane, the roof membrane shall be returned to the condition existing prior to the making of such Alterations by Tenant, except that Tenant shall not be obligated to restore any penetration of the roof membrane that has been made with the written approval of Landlord. The percentage of dropped ceiling for each area of the Building (office, research and development, etc.) shall be substantially the same as existed as of the Commencement Date. Any Alterations made by Tenant to the fire sprinkler system shall be restored to substantially the same condition as existed as of the Commencement Date, ordinary wear and tear excepted. (b) Tenant shall only be required to remove Alterations for which either of the following is true, and only if such removal is otherwise required by all of the preceding provisions of this Paragraph 13.B(iv): (i) such Alterations were approved in writing by Landlord and, at the time such approval was given by Landlord, Landlord informed Tenant in writing that Landlord would require that such Alterations be removed at the termination of the Lease Term; or (ii) such Alterations were installed with Landlord's consent.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, not permit alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the PremisesLeased Premises unless and until the plans have been approved by Landlord in writing, provided no Event of Default which approval as to interior non-structural alterations shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition As a condition of such approval, Landlord may require Tenant to remove the items mentioned in alterations and restore the preceding sentenceLeased 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 removed by Tenant. Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations ensure that all alterations shall be made in accordance with reasonable dispatch (Unavoidable Delays excepted) 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 Tenant, Tenant shall 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 under this Section 7.03, not performed by Landlord or an affiliate, and any related lien. Notwithstanding anything contained herein to the contrary, Tenant shall have the right, without Landlord's consent, and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements provisions of this Section, to make any non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical or electrical systems, and the aggregate cost of which does not exceed Fifty Thousand Dollars ($50,000.00) per project for a total project cost not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) per year, provided that Tenant gives Landlord fifteen (15) business days prior written notice of any Governmental Authoritysuch alteration, along with copies of all plans and specifications relating thereto and complies with Landlord's reasonable and customary procedures.

Alterations. Tenant Borrower shall obtain Lender’s prior written consent, which consent shall not be unreasonably withheld or delayed, to any alterations to the Improvements, the cost of which is reasonably anticipated to exceed $3,500,000 (the “Threshold Amount”) or that will have a material adverse effect on Borrower’s financial condition, the use, operation or value of the Property or the Net Operating Income with respect to the Property, other than (a) tenant improvement work performed pursuant to the terms of any Existing Lease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof 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 (it being understood that the foregoing provision shall not require Lender’s consent to tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Agreement) or (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 this Agreement (“Excluded Costs”). If Lender fails to respond to a request for consent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the right reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other Person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from accounts established hereunder or Excluded Costs) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to time 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: (1) cash, (2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter (if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Securitization), or (4) a Letter of Credit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or from accounts established hereunder or Excluded Costs) over the Threshold Amount. Upon completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event satisfaction of Default Lender in its reasonable discretion Lender shall be continuing, subject, however, in all cases promptly return to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to LandlordBorrower such additional security. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant (a) Following the Commencement Date, subject to prior express written approval by Overlandlord and Sublandlord, Subtenant shall have the right from time to time after make non-structural Alterations to the completion Subleased Premises (the “Sublease Improvements”) described in Schedule 8(a). Sublandlord shall not unreasonably withhold its consent to such Sublease Improvements, provided that Overlandlord has given its prior written consent to Sublandlord, but such consent shall be subject to removal of such Sublease Improvements and restoration of the Building(sSubleased Premises as and to the extent provided in Section 8(d) of this Sublease. The Sublease Improvements shall be carried out in accordance with the terms of this Sublease, the ▇▇▇▇▇▇▇▇▇ (including, without limitation the Alterations provisions thereof set forth in Section 7.5 and the provisions of Section 7.13 thereof), and all applicable laws. The Sublease Improvements (and any other Alterations) shall be performed by Subtenant, at its sole cost risk and expense expense. Without limiting any requirements of the ▇▇▇▇▇▇▇▇▇, Subtenant shall submit to Sublandlord for Sublandlord’s approval: (i) a set of design/development plans sufficient for Landlord to approve Subtenant’s proposed design of the Sublease Improvements (including, without limitation, demolition, improvements and installations) and, (ii) thereafter, a full set of detailed construction drawings for the Sublease Improvements. Sublandlord’s review of any such plans (whether for the Sublease Improvements or any other Alterations) is solely for the benefit of Sublandlord, and neither Subtenant nor any third party shall have the right to rely upon Sublandlord’s approval thereof for any other purpose whatsoever. In connection with the performance of the Sublease Improvements, Sublandlord shall provide, subject to and in accordance with Section 4(b)(ii) of this Sublease, a Sublease Improvements Allowance Credit to be applied by Subtenant to payment of the actual out of pocket costs of construction of the Sublease Improvements and, subject to and in accordance with Section 4(b)(iii) of this Sublease, a Steam Generator Allowance Credit to actual out of pocket costs and expenses with respect to the repair, replacement or removal of the steam generator and/or installation of humidification units within the vivarium facility within the Subleased Premises. The Sublease Improvements Allowance Credit and Steam Generator Allowance Credit shall be made available, as set forth respectively in Section 4(b)(ii) and Section 4(b)(iii) of this Sublease. Notwithstanding anything to the contrary, (i) neither Sublandlord nor Overlandlord shall be responsible for the payment of any labor, materials or other costs or expenses of the Sublease Improvements (or any other Alterations), or of the repair, replacement or removal of the steam generator and/or installation of humidification units and (ii) without diminishing the generality and scope of Section 10(c) of this Sublease, the obligations of Overlandlord under Section 3.1 of the ▇▇▇▇▇▇▇▇▇ shall not be obligations of Sublandlord under this Sublease. (b) Except for the Sublease Improvements so approved in writing by Sublandlord and Overlandlord, Subtenant shall not make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, improvement, decoration, or change involving an estimated cost of more than $750,000 being hereinafter called a installation (collectively, “Substantial AlterationAlterations”) in or to the Subleased Premises, provided no Event without in each instance obtaining the prior written consent of Default shall Overlandlord and Sublandlord (which consent of Sublandlord may be continuing, subject, however, withheld or conditioned in all cases its sole and absolute discretion if restoration of the Subleased Premises to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days condition existing prior written notice to Landlord. (b) No Alteration the making of such Alterations or Substantial Alteration shall be undertaken until Tenant shall have procured and paid forSublease Improvements, so far as the same removal of such Alterations or Sublease Improvements or payment of any kind by Sublandlord is or may be required by Overlandlord as a consequence thereof and which consent of Sublandlord shall not be unreasonably withheld or conditioned, provided that the written consent of Overlandlord pursuant to Section 8.1(d) of the ▇▇▇▇▇▇▇▇▇ is in form satisfactory to Sublandlord in its sole discretion and satisfies the requirements of Section 24 of this Sublease). If any Alterations are made by Subtenant without complying with the terms of the ▇▇▇▇▇▇▇▇▇ and this Sublease, or without obtaining the prior written consent of the Overlandlord and Sublandlord, Overlandlord and/or Sublandlord may remove same, and may repair and restore the Subleased Premises and any damage arising from time to timesuch removal, and Subtenant shall be liable for any and all permits costs and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, expenses incurred by Overlandlord and/or Sublandlord in the application for performance of such permits work. In no event shall Subtenant make any Alterations in or authorizations whenever such action is necessaryto the Subleased Premises if to do so would constitute a default under the ▇▇▇▇▇▇▇▇▇. (c) Any Substantial Alteration (other than alterations affecting the plumbingIf any Alterations are consented to by Overlandlord and Sublandlord, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no Subtenant may have such Substantial Alteration shall be made, except Alterations performed strictly in accordance with detailed plans the requirements and specifications conditions of the ▇▇▇▇▇▇▇▇▇ including, without limitation, Sections 7.5 and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord7.13 thereof, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner by contractors of its own choice, at its cost and expense, provided that Subtenant has obtained written approval of the contractor by Overlandlord and Sublandlord, which approval of Sublandlord will not be unreasonably withheld, conditioned or delayed if the contractor is properly licensed, adequately bonded and insured, and experienced in compliance performing Alterations of the type approved. The design of and plans for all Alterations undertaken by Subtenant shall also be subject to prior written approval of Overlandlord and Sublandlord in all material respects accordance with the standards set forth in the ▇▇▇▇▇▇▇▇▇ and shall not be commenced until such approval is obtained. If any Alterations are consented to by Overlandlord and Sublandlord, Subtenant shall comply with all applicable permits provisions of the ▇▇▇▇▇▇▇▇▇ with respect to the performance of such Alterations. With reasonable notice to Subtenant, Overlandlord and authorizations Sublandlord shall at all times have the right to inspect the work performed by any contractor selected by Subtenant during normal business hours. (d) Unless, and buildings and zoning laws and only to the extent that the terms of the Overlandlord Consent expressly provide otherwise, upon the expiration or earlier termination of this Sublease, Subtenant shall surrender the Subleased Premises, together with all Alterations and other Legal Requirements improvements, including, without limitation, plumbing, lighting, electrical, HVAC, telecommunications (unless Sublandlord otherwise directs), and other items used in the operation of the Subleased Premises), free of Hazardous Materials and biological materials brought upon, used, handled, stored, kept, or disposed of on the Subleased Premises by Subtenant or a Subtenant Party, and subject only to reasonable wear and tear and to damage, if any, by fire or other casualty. All Alterations in or upon the Subleased Premises made by Subtenant shall become part of and remain in the Subleased Premises upon such expiration or termination without compensation, allowance or credit to Subtenant; provided, however, that upon the expiration or earlier termination of this Sublease, (i) in the event Subtenant makes Alterations in or to the Subleased Premises in violation of the provisions set forth in this Section 8, or (ii) if the terms of the ▇▇▇▇▇▇▇▇▇ or the Sublandlord’s or Overlandlord’s consent to any Governmental AuthorityAlterations or to the Sublease Improvements require (or permit the Overlandlord or Sublandlord to require), upon the expiration or earlier termination of the ▇▇▇▇▇▇▇▇▇ or this Sublease, removal of such Alterations, the Sublease Improvements or any portion(s) thereof, and/or the restoration of the Subleased Premises by reason of the installation or removal of such Alterations, Sublease Improvements or any portion(s) thereof, Subtenant shall remove said Alterations and/or Sublease Improvements and thereafter repair all damage resulting from such removal and restore the Subleased Premises to the condition as of the date possession was delivered to Subtenant (or such other condition as required by this Sublease, Sublandlord’s consent, the ▇▇▇▇▇▇▇▇▇ or the Overlandlord’s consent, as applicable). If Subtenant fails or refuses to remove such Alterations and/or Sublease Improvements, or fails to repair and restore the Subleased Premises, Overlandlord or Sublandlord may cause the same to be removed, and repairs and restoration to be made, in which event Subtenant shall reimburse to the party who caused said Alterations and/or Sublease Improvements to be removed and repairs made, the cost of such removal, repairs and restoration, together with any and all damages which Overlandlord or Sublandlord may suffer and sustain by reason of Subtenant’s failure or refusal to remove said Alterations and/or Sublease Improvements including, without limitation, holdover rent and damages. Subtenant shall surrender to Sublandlord all keys and combinations to locks which Subtenant is permitted to leave. If the Term of this Sublease (or any portion thereof) expires at or about the date of the expiration of the ▇▇▇▇▇▇▇▇▇ (or any portion thereof), and if Sublandlord is required under or pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ to remove any Alterations and/or Sublease Improvements, Subtenant shall permit Sublandlord to enter the Subleased Premises for a reasonable period of time prior to the expiration of this Sublease for the purpose of removing its Alterations and/or Sublease Improvements and restoring the Subleased Premises as required. The foregoing however, shall not excuse or relieve Subtenant of the obligation to remove such Alterations and Sublease Improvements prior to expiration of the Term of this Sublease if their removal is required at the expiration of the term of the ▇▇▇▇▇▇▇▇▇. The obligations of Subtenant as provided in this paragraph shall survive the expiration or earlier termination of this Sublease.

Alterations. Tenant shall not make any alterations, additions or improvements to the Premises without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant shall have the right from time to time after install mechanical systems that are non-structural in nature for Tenant’s operations so long as Tenant obtains Landlord’s prior written approval of same and Tenant complies with all terms and conditions of this Paragraph 6. Additionally, Tenant shall remove such mechanical systems at the completion expiration or earlier termination of the Building(s) Lease and restore the Premises to their original condition if Landlord informs Tenant at any time during the term of the Lease of this requirement. Any alterations, additions or improvements performed by Tenant shall be in accordance with all of the terms and conditions of this Paragraph 6. All work to be performed by Tenant under this Paragraph 6 shall be performed in accordance with plans and specifications approved in advance by Landlord and in compliance with all applicable codes, rules, regulations, ordinances and laws by licensed contractors who are approved in advance by Landlord and who carry policies of workers’ compensation and liability insurance in minimum coverage amounts acceptable to Landlord. Tenant shall furnish copies of insurance certificates evidencing the required insurance coverage prior to commencing any work and Landlord shall be designated as an additional insured on such certificates. Tenant shall furnish to Landlord written evidence of security to assure Landlord that all work performed pursuant to this Paragraph shall be free and clear of all mechanic’s liens or other liens, encumbrances, security interests and charges. Tenant shall indemnify, defend, protect and hold Landlord Entities harmless from and against any and all costs (including attorneys’ fees and court costs), losses, expenses, damages and other liabilities arising out of or in connection with the work performed in accordance with this Paragraph. Tenant, at its sole own cost and expense to make additionsexpense, alterations may erect such shelves, bins machinery and changestrade fixtures as it desires provided that (a) such items do not alter the basic character of the Premises or the building and/or improvements of which the Premises arc a part, structural (b) such items do not overload or otherwise damage the same, (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”c) in or such items may be removed without injury to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations the construction, erection or Substantial Alterations installation thereof complies with all applicable governmental laws, ordinances, regulations and with Landlord’s specifications and requirements. All alterations, additions, improvements and partitions erected by Tenant shall be made with reasonable dispatch (Unavoidable Delays excepted) and remain the property of Tenant during the term of this Lease. All shelves, bins, machinery and trade fixtures installed by Tenant shall be removed on or before the earlier to occur of the date of termination of this Lease or vacating the Premises, at which time Tenant shall restore the Premises to their original condition. All alterations, installations, removals and restoration shall be performed in a good and workmanlike manner so as not to damage or alter the primary structure or structural qualities of the Building and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements improvements situated on the Premises or of any Governmental Authoritywhich the Premises are a part.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, not permit alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the PremisesLeased Premises unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of such approval, provided no Event Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of Default this Lease to the condition existing prior to the installation of such alterations; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except made in accordance with detailed plans all applicable laws, regulations and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlordbuilding codes, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and of quality equal to or better than the original construction of the Building and that its contractors comply with the terms and conditions of Landlord’s building standards (which Landlord agrees to furnish to Tenant upon request therefor). Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall be in compliance a form reasonably acceptable to Landlord. 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 all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements this Lease shall be construed to constitute a consent by Landlord to the creation of any Governmental Authoritylien. 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 cause such lien to be discharged of record or bonded from the Project within thirty (30) days after Tenant’s actual notice of such lien filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration to the Leased Premises by Tenant and any related lien. Notwithstanding anything to the contrary above, Tenant shall have the right to make alterations to the Leased Premises without obtaining Landlord’s prior written consent provided that (i) excluding replacing carpeting and other floor coverings, such alterations do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in cost in any one instance; (ii) such alterations are non-structural in nature and do not affect the Building systems; and (iii) Tenant provides Landlord with prior written notice of its intention to make such alterations stating in reasonable detail the nature, extent and estimated cost of such alterations together with the plans and specifications for the same no less than ten (10) days before the date on which Tenant anticipates commencing construction of the same. Tenant shall provide Landlord with copies of the as-built plans and specifications, including CAD drawings, if available, reflecting all such alterations, improvements or additions as completed within fifteen (15) days after the completion thereof. Notwithstanding anything to the contrary in this Lease, Landlord shall not construct any floors above the Building or place any other improvements thereon other than as specifically provided in the Plans and Specifications.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration Except as required or permitted by the provisions of this Section 12, Lessee shall be commenced except after twenty (20) days not modify an Item of Equipment without the prior written notice to Landlordauthority and approval of Lessor. (b) No In case any Item of Equipment (or any equipment, part or appliance therein) is required to be altered, added to, replaced or modified in order to comply with any insurance policies required pursuant to this Lease Agreement or Applicable Law ("Required Alteration"), Lessee agrees to make such Required Alteration at its own expense and the same shall, without further act, immediately be and become the property of, and title shall vest in, Lessor free and clear of all Liens other than Lessor Liens and Permitted Liens and subject to the terms of this Lease Agreement. Any parts installed or Substantial Alteration replacements made by Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Equipment in good and serviceable operating condition and repair under Section 11 shall be undertaken until Tenant considered accessions to such Item of Equipment and ownership thereof or security interest therein shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, immediately vested in the application for such permits or authorizations whenever such action is necessaryLessor. (c) Any Substantial Lessee may make any optional renovation, improvement, addition, or alteration to any Item of Equipment ("Optional Alteration") provided that with respect to each Item of Equipment such Optional Alteration (other than alterations affecting does not impair the plumbingvalue, heatinguse or remaining useful life of such Item of Equipment. In the event an Optional Alteration is readily removable without impairing the value, electrical and other Building utilities) shall be conducted under use or remaining useful life of the supervision Item of an architect or engineer selected by TenantEquipment, and no is not a part, item of equipment or appliance which replaces any part, item of equipment or appliance originally incorporated or installed in or attached to such Substantial Item of Equipment on the Closing Date or any part, item of equipment or appliance in replacement of or substitution for any such original part, item of equipment or appliance, any such Optional Alteration shall be and remain the property of Lessee. To the extent such Optional Alteration is not readily removable without impairing the value, use or remaining useful life of an Item of Equipment to which such Optional Alteration has been made, except or is a part, item of equipment or appliance which replaces any part, item of equipment or appliance originally incorporated or installed in accordance with detailed plans or attached to such Item of Equipment on the Closing Date therefor or any part, item of equipment or appliance in replacement of or substitution for any such original part, item of equipment or appliance, the same shall, without further act, immediately be and specifications become the property of, and cost estimates prepared title shall vest in, Lessor free and approved in writing by such architect or engineer clear of all Liens other than Lessor Liens and reasonably approved in writing by Landlord, such approval not to Permitted Liens and shall be unreasonably withheld, conditioned or delayed. In addition subject to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationterms of this Lease Agreement. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. The Tenant shall have will take into consideration any impact on the right from time to time after the completion Environmental Performance of the Building(s) Premises from any proposed works to or at the Premises. This Schedule 7 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 and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at its sole cost [five yearly] intervals and expense otherwise on the same terms as in Schedule 2; and85 for change of use and alterations corresponding to make additionsthose in this Lease; in the case of an Underlease of a Permitted Part, alterations containing provisions requiring the Undertenant to pay by way of a yearly service charge as additional rent a fair and changesreasonable proportion of the costs incurred by the Tenant in providing all services to the Premises that would be usual on an underletting of part, structural including the payment of quarterly advance payments and a balancing payment at the end of each service charge year; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent86 of the Landlord and the Tenant on terms corresponding to those in this Lease and a covenant not to assign part only of the Underlet Premises; [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or otherwise (any additionpart 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 and the Tenant and a covenant by the Undertenant not to create any Sub-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 any part of the Underlet Premises without the prior written consent of the Landlord and the Tenant];87 [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, alteration the Tenant and the Undertenant and not to assign part of the Sub-Underlet Premises; an absolute prohibition on the creation of further underleases of whole or change involving an estimated cost up part [except where the Sub-Underlease is 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 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 context of the terms of this Lease and the nature of the proposed Underlease; and if the Underlease is not excluded from the security of tenure provisions of the 1954 Act, containing other provisions corresponding with those in this Lease; “Approved Undertenant”88 a person approved by the Landlord and who has entered into a direct deed with the Landlord agreeing: to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years comply with the terms of the Approved Underlease; and to procure that any proposed assignee of the Underlet Premises enters into a direct deed in the same manner terms as set out in this definition of Approved Undertenant; [“Permitted Part” any part of the Base Rent is adjusted pursuant to Section 4.1 hereofPremises that the Landlord approves; any of the following: a whole floor of the Premises; [or] two or more adjoining whole floors of the Premises; [or] [part of a floor of the Premises [if underlet with an adjoining whole floor]] in each case having independent means of access, being called an “Alteration” for general access and for servicing, from the public highway or from those parts of the Premises approved by the Landlord as common parts for the use and enjoyment of the Tenant and any addition, alteration, or change involving an estimated cost permitted undertenants of more than $750,000 being hereinafter called a the Underlet Premises;] “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental Sub-Underlease” any sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision underlease created out of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in Underlease; “Sub-Undertenant” any tenant under a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.Sub-Underlease;

Alterations. Except for the improvements to be made by Tenant pursuant to the Work Agreement, Tenant will not make or permit anyone to make any alterations, decorations, additions, or improvements, structural or otherwise, in or to the Demised Premises, the Building, or grounds, without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion. All such alterations, decorations, additions, or improvements permitted by Landlord must conform to all rules, regulations, and requirements of appropriate federal, state, or local governments, and conform harmoniously with the Building’s design and interior decoration. As a condition precedent to such written consent of Landlord, Tenant agrees to obtain and deliver to Landlord written and unconditional waivers of mechanics’ liens upon the real property of which the Demised Premises are a part, for all work, labor and services to be performed, and materials to be furnished by them in connection with such work, signed by all contractors, subcontractors, materialmen, and laborers to become involved in such work. If, notwithstanding the foregoing, any mechanic’s, materialmen’s or other lien is filed against the Demised Premises or the real property of which the Demised Premises are a part, for work claimed to have been done for, or materials claimed to have been furnished to Tenant, such mechanic’s, materialmen’s or other lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by filing any bond required by law. If Tenant shall fail to discharge any such mechanic’s, materialmen’s or other lien, Landlord may, at its option, discharge the same and treat the cost thereof as additional rent payable with the monthly installment of rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging the same. It is understood and agreed by Landlord and Tenant that any such alterations, decorations, additions, or improvements shall be conducted on behalf of Tenant and not on behalf of Landlord, and that Tenant shall be deemed to be the “owner” and not the “agent” of Landlord for purposes of hiring any architects, engineers, contractors or other third parties in connection with such work. It is further understood and agreed that in the event Landlord shall give its written consent to Tenant’s making any such alterations, decorations, additions, or improvements, such written consent shall not be deemed to be an agreement or consent by Landlord to subject Landlord’s interest in the Demised Premises, the Building, or the real property upon which the Building is situated, to any mechanic’s, materialmen’s or other liens that may be filed in respect of any such alterations, decorations, additions, or improvements made by or on behalf of Tenant. Tenant shall and does hereby indemnify and hold Landlord harmless from and against any and all expenses, liens, claims, or damages to person or property that may or might arise by reason of making any such alterations, decorations, additions, or improvements. If any alteration, decoration, addition, or improvement is made without the prior written consent of Landlord, Landlord may correct or remove the same, and Tenant shall be liable for any and all expenses incurred by Landlord in the performance of this work. All alterations, decorations, additions, or improvements in or to the Demised Premises or the Building made by either party shall, at Landlord’s election, immediately become the property of Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the end of the Term hereof without disturbance, molestation, or injury; provided, however, that if Tenant is not in default in the performance of any of its obligations under this Lease, then Tenant shall have the right from time to time after remove, prior to the completion expiration or termination of the Building(s) and Term of this Lease, all movable furniture, furnishings, or equipment installed in the Demised Premises at its the expense of Tenant. Should Landlord elect that any alterations, decorations, additions, or improvements installed by Tenant be removed upon the expiration or termination of this Lease, Tenant shall remove the same at Tenant’s sole cost and expense and if Tenant fails to make additionsremove the same, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in then Landlord may remove the same manner as at Tenant’s expense, and Tenant shall reimburse Landlord for the Base Rent is adjusted pursuant to Section 4.1 hereofreasonable, being called an “Alteration” and any addition, alteration, or change involving an estimated out-of-pocket cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event such removal together with any and all damages that Landlord may sustain by reason of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected default by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant (a) Brillian shall have not make any building or leasehold alterations or additions, including remodeling or signage, without first obtaining Master Landlord’s and TFS’s consent, which TFS’s and Master Landlord’s consent may be withheld in their sole discretion. If any such alterations or additions are made, Brillian agrees not to permit any mechanics’ liens to be placed on the right from time Sublet Premises or any portion thereof and to time after cause any contract for work to be done at the completion Sublet Premises to contain a waiver of the Building(s) contractor’s right to file a mechanics’ lien. Any alterations of any kind to the Sublet Premises or any part thereof, except Brillian’s trade fixtures which can be removed without damage or defacement to the Sublet Premises or any other portion of the Building, shall be surrendered with the Sublet Premises, as a part thereof, at the end of the Sublease Term; provided, however, that TFS may require at the time TFS and at its sole cost and expense Master Landlord consent to make additions, alterations and changes, structural or otherwise (any addition, such alteration or change involving an estimated cost up fixture Brillian to but not exceeding $750,000remove any alterations or fixtures made by Brillian, reasonably adjusted for inflation every 5 Years and to repair any damage to the Sublet Premises caused by such removal, all at Brillian’s sole expense. Any alterations installed by Brillian shall be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all other portions of the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Sublet Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant Brillian shall have procured the right to place a sign or signs on the façade of the Building, provided, however: (i) TFS (and paid for, so far as the same may be Master Landlord to the extent that such consent from the Master Landlord is required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in under the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilitiesMaster Lease) shall be conducted under have the supervision of an architect or engineer selected by Tenantright to consent to the size, style, and no location of any such Substantial Alteration signs, which consent shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned withheld or delayed. In addition to the items mentioned in the preceding sentence, Tenant ; (ii) any such signs shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects comply with all applicable permits laws, rules, regulations, and authorizations covenants, conditions, and buildings restrictions of record; and zoning laws (iii) TFS may require that Brillian remove any such signs at the expiration of the Term and with repair any damage to the Building caused by such removal, all other Legal Requirements of any Governmental Authorityat Brillian’s sole expense.

Alterations. Tenant shall have make no changes in or to be demised premises of any nature without Owner's prior written consent. Subject to the right from time prior written consent of Owner and to time after the completion provisions of the Building(s) this article, Tenant at Tenant's expense, may make alterations, installations, additions or improvements which are non-structural and at its sole cost which do not affect utility services or plumbing and expense to make additionselectrical lines, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premisesinterior of, provided no Event the demised premises by using contractors or mechanics first approved by Owner. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of Default final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner and Tenant agrees to carry and will cause Tenant's contractors and sub-contractors to carry such ▇▇▇▇▇▇▇'▇ compensation, general 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 have done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be continuingdischarged by Tenant within ten days thereafter, subjectat Tenant's expense, howeverby filing the bond required by law. All fixtures and all paneling, partitions, railings and like installations, installed in the premises at any time, either by Tenant or by Owner on Tenant's behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than 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 all cases which event the same shall be removed from the premises by Tenant prior to the following: (a) No Substantial Alteration expiration of the lease, at Tenant's expense. Nothing in this article shall be commenced except after twenty (20) days prior written notice construed to Landlord. (b) No Alteration give Owner title to or Substantial Alteration shall be undertaken until Tenant shall have procured to prevent Tenant's removal of trade fixtures, moveable office furniture and paid forequipment, so far but upon removal of any such from the premises or upon removal of other installations as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentenceOwner, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as immediately and at its expense, repair and restore the premises to the funds available condition existing prior to 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 to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations at the end of the term remaining in the premises after Tenant's removal shall be deemed abandoned and may, at the election of Owner, either be retained as Owner's property or may be removed from the premises by Owner at Tenant's expense. Alterations and additions made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authorityby Tenant shall be owned by Tenant for depreciation purposes.

Alterations. Tenant Any Alterations to the Premises shall have the right from time to time after the completion of the Building(s) and be at its Tenant’s sole cost and expense expense, and made in compliance with all applicable Laws and all reasonable requirements requested by Landlord. Prior to make additionsstarting work, alterations Tenant shall furnish Landlord with: (1) plans and changesspecifications (which shall be in CAD format if requested by Landlord); (2) either (a) the name of the general contractor Tenant plans to use or (b) a statement in writing that Tenant intends to act as its own general contractor for the Alterations and that Tenant shall compy with all requirements and obligations applicable to the general contractor pursuant to this Lease and the Work Letter; (3) a list of contractors and/or subcontractors Tenant intends to use; (4) required permits and approvals; (5) evidence of contractors and subcontractors insurance in amounts reasonably required by Landlord and naming Landlord, structural the managing agent for the Building and such other persons or otherwise entities as Landlord may reasonably request, as additional insureds; and (6) any additionsecurity for payment in performance and amounts reasonably required by Landlord. If any Alteration requires the removal of asbestos, alteration or change involving an estimated cost up appropriate asbestos disposal plan, identifying the proposed disposal site of all such asbestos, must be included with the plans and specifications provided to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years Landlord. Landlord and ▇▇▇▇▇▇ agrees to use the procedure and timing set forth in the Work Letter attached to this Lease to submit and respond to the Alterations plans and specifications in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called Tenant Improvement plans and specifications. ▇▇▇▇▇▇▇▇’s approval of ▇▇▇▇▇▇’s contractors shall not be required so long as they are licensed and bonded in the state of California and complete all Alterations in a workmanlike manner. ▇▇▇▇▇▇▇▇’s approval of an “Alteration” and any Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law. In addition, alterationTenant shall pay Landlord a fee for Landlord’s oversight and coordination of any Alteration (a “Coordination Fee”) equal to five percent (5%) of the total costs of the Alteration, to the extent the costs of the Alteration is equal to or change involving an estimated cost less than $100,000; or four percent (4%) of the costs of the Alteration to the extent that the costs of the Alteration is in excess of $100,000. In no event shall the Coordination Fee exceed more than $750,000 being hereinafter called a “Substantial Alteration”) 250,000 in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdictionany calendar year. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentenceUpon completion, Tenant shall also provide furnish Landlord with all completion conditions described in Exhibit G. Landlord will notify Tenant at the time of Landlord’s consent to Landlord evidence reasonably satisfactory to Landlord any such Alterations as to whether Landlord requires their removal at Tenant’s cost at the funds available end of the Term. If Landlord is deemed to consent to the Alteration because it failed to timely respond to ▇▇▇▇▇▇’s reminder notice for consent to the Alterations, Tenant to complete such Substantial Alteration. (d) Any may, but shall not be obligated to, remove the Alterations or Substantial at the expiration of the Term. All Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner manner, in accordance with the terms of Exhibit G and in compliance in ▇▇▇▇▇▇▇▇’s then-current guideline for construction. Tenant shall maintain appropriate liability and builders’ risk insurance throughout the construction. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against any and all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements claims for injury to or death of persons or damage or destruction of property arising out of or relating to the performance of any Governmental AuthorityAlterations, Limited Improvements and Tenant Improvements performed by or on behalf of Tenant, or any liens recorded against the title of the property, except to the extent such claims are caused by the gross negligence or willful misconduct of Landlord or Landlord Related Parties. Under no circumstances shall Landlord be required to pay, during the 60447235.v9 Term any ad valorem or other Taxes on such Alterations, Limited Improvements and Tenant Improvements, Tenant hereby covenanting to pay all such taxes when they become due.

Alterations. Tenant shall not demolish, replace or alter the structural portions of the Building, or make any addition thereto or expansion thereof, or materially alter the roof or exterior of the Building, without the Landlord’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed (a “Material Alteration”). In the event of any Material Alteration or Work (as defined below) costing more than One Hundred Thousand and No/100 Dollars ($100,000.00) in a calendar year period, Tenant shall provide Landlord with advance written notice thereof and Landlord shall have twenty (20) days from receipt of such notice to deliver notice to Tenant (a “Removal Notice”) of its election to require Tenant to, at the right from time expiration of the Lease Term, restore the Premises to time the condition existing prior to such Work or Material Alteration. If Tenant desires to undertake any such alterations which require Landlord’s consent, it shall notify Landlord in writing of the proposed alterations, which notice shall include copies of the plans and specifications relating thereto and Landlord agrees to exercise commercially reasonable efforts to respond thereto within thirty (30) days after the completion date of the Building(s) and at its sole cost and expense request. Landlord agrees to make additions, alterations and changes, structural or otherwise (state with specificity any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or objections it has to the Premisesproposed plans and specifications. In all cases, provided no Event of Default Tenant shall be continuingcomply with the following requirements with respect any alterations, subject, however, in all cases modifications or similar activities undertaken with respect to the followingPremises (“Work”), whether subject to the foregoing consent requirement or not: (a) No Substantial Alteration All Work, when completed, shall be commenced except after twenty (20) days prior written notice of such a character as not to Landlord.materially reduce the value of the Premises below its value immediately before construction of such Work was commenced; (b) All Work shall be undertaken with reasonable diligence (subject to Force Majeure, as hereinafter defined) and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and the Restrictions; (c) No Alteration Work shall impair the safety or Substantial Alteration structural integrity of the Building; (d) All Work shall be completed free of liens for work, services, labor and materials supplied or claimed to have been supplied to the Premises (except as otherwise provided by law); (e) No Work shall be undertaken without obtaining the insurance required by Section 6.01 hereof; and (f) No Work shall be undertaken until Tenant shall have procured and paid for, so far insofar as the same may be required from time to time, all permits and authorizations from of all municipal departments and governmental sub-divisions having jurisdictionauthorities for such Work. Landlord shall join, but without expense to Landlord, join in the application for such permits permit or authorizations whenever such action authorization and cooperate with Tenant and execute any additional documents as may be necessary to allow Tenant to complete the alterations and changes, provided it is necessary. (c) Any Substantial made without cost, liability, obligation or expense to Landlord. At termination of this Lease, all Work that is a Material Alteration (other than alterations affecting the plumbing, heating, electrical Trade Fixtures and other Building utilitiesPersonal Property) shall become the property of Landlord and shall remain upon and be conducted under surrendered with the supervision Premises as a part thereof at the termination of an architect or engineer selected this Lease. All of the Work may at Tenant’s option be removed by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available (unless a Removal Notice was delivered to Tenant to complete such Substantial Alterationas provided above). (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant TENANT shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to not make additionsany alterations, alterations and changes, structural additions or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or improvements to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: Demised Premises (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration whether or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as not the same may be required from time structural in nature) without LANDLORD’S prior written consent. All alterations, additions, or improvements made to timethe Demised Premises, all permits except movable furniture and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall joinequipment installed at TENANT’S expense, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision property of an architect or engineer selected the LANDLORD and remain upon and be surrendered with the Demised Premises at the expiration of the term of this Lease; provided, however, that LANDLORD may require TENANT to remove any additions made at TENANT’S request to the Demised Premises and to repair any damage caused by Tenantsuch removal, and no such Substantial Alteration provide further, that if TENANT has not removed its property and equipment within ten (10) days after the expiration or termination of this Lease, LANDLORD may elect to retain the same as abandoned property. In the event TENANT shall request LANDLORD’S permission, and LANDLORD shall permit TENANT to perform any alterations, additions, improvements or repairs to the Demised Premises, TENANT shall (i) submit its plans and specifications to LANDLORD for its approval prior to the commencement of any construction, (ii) obtain all necessary permits prior to the commencement of any construction, (iii) only use contractors approved by LANDLORD, (iv) not permit any construction liens to be placed or remain on the Demised Premises. In the event a construction lien shall be madefiled against the Demised Premises as a result of work undertaken by TENANT, except TENANT shall within ten (10) days of receiving notice of such lien, discharge the lien of record either by payment of the indebtedness to the lien claimant or by filing a bond as security therefore. All such work made by or on behalf of TENANT shall be performed in such manner as LANDLORD may designate and in accordance with detailed plans all applicable laws and specifications and cost estimates prepared and approved in writing regulations of governmental authorities having jurisdiction over the same. All such work by such architect TENANT or engineer and reasonably approved in writing its contractors shall not interfere with, impede or delay any work by LandlordLANDLORD or its contractors, such approval not to be unreasonably withheld, conditioned tenants or delayedTENANT’S contractors. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations All contractors engaged by TENANT shall be made with reasonable dispatch (Unavoidable Delays excepted) bondable, licensed contractors, possessing good labor relations, and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements capable of any Governmental Authorityperforming quality workmanship.

Alterations. Tenant shall have Other than the right from time to time after the completion construction of the Building(s) and at its sole cost and expense to make additionsProject, alterations and changeswhich shall be governed by the provisions of Article III of the Mortgage Loan Agreement, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alterationBorrowers shall, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or shall cause Mortgage Borrowers to, obtain Lender’s prior consent to the Premisesany material alterations to any Improvements, provided no Event of Default which consent shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s financial condition, the value of the Collateral, the applicable Property or the Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the items mentioned terms of any Lease, (b) do not materially adversely affect 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 and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement and this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold Amount, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrowers’ 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 that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, or (E) a completion and performance bond issued by an Approved Bank; provided, however, that (i) in the preceding sentenceevent (A) Mortgage Borrowers are required to and do deliver such security to Mortgage Lender under the Mortgage Loan Agreement, Tenant shall also provide or (B) if the Mortgage Loan has been paid in full, First Mezzanine Borrowers are required to Landlord and do deliver such security to First Mezzanine Lender under the First Mezzanine Loan Agreement; and (ii) upon request, Lender receives evidence reasonably satisfactory acceptable to Landlord it of the delivery of such security by Mortgage Borrowers to Mortgage Lender, or by First Mezzanine Borrowers to First Mezzanine Lender, as applicable, then Borrowers shall not be required to deliver any such security to Lender. Such security (if given as set forth above) shall be in an amount equal to the funds available excess of the total unpaid amounts with respect to Tenant alterations to complete the Improvements on the applicable Property (other than such Substantial Alterationamounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except Tenant shall have Improvements under any Lease in effect as of the Closing Date or any Lease approved or deemed approved by Lender and except for any alterations Tenant has the right from to make under its Lease without Borrower’s consent or where such consent may not be withheld unreasonably or under any lesser standard (in which case the lesser standard applicable to the Borrower’s consent under such Tenant’s Lease shall be deemed to be applicable to the Lender) notwithstanding any provision in this Section 4.1.10 to the contrary), (a) that would reasonably be expected to have a Material Adverse Effect, in which case, Lender’s approval, may be granted or withheld in Lender’s sole discretion, (b) the cost of which (including any related alteration, improvement or replacement), together with all other ongoing alterations, is reasonably anticipated to exceed the Alteration Threshold, in which case, Lender’s approval, may be granted or withheld in Lender’s reasonable discretion, or (c) that are structural in nature, in which case, Lender’s approval, may be granted or withheld in Lender’s reasonable discretion. If the total unpaid amounts incurred and reasonably anticipated to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to time after Lender as security for the completion payment of such amounts, and as additional security for Borrower’s obligations under the Loan Documents, any of the Building(sfollowing: (i) and cash, (ii) Letters of Credit, or (iii) a guaranty (in form reasonably acceptable to Lender) from Sponsor (so long as Sponsor has an Investment Grade Rating at such time) or from another Person acceptable to Lender in its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subjectdiscretion; provided, however, the right to provide Lender with a guaranty hereunder is conditioned upon Borrower delivering to Lender a New Non- Consolidation Opinion in all cases connection therewith, as well as such other legal opinions as may be reasonably requested by Lender in connection with the guaranty. Such security shall be in an amount equal to the following: (a) No Substantial Alteration shall excess of the total unpaid amounts incurred and to be commenced except after twenty (20) days prior written notice incurred with respect to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as such alterations to the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration Improvements (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall such amounts to be conducted paid or reimbursed by Tenants under the supervision Leases) over the Alteration Threshold. Upon completion of an architect or engineer selected by Tenantany alteration permitted hereunder, and no such Substantial Alteration the Property shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not continue to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects comply with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authorityand Permitted Encumbrances.

Alterations. Tenant shall have not make alterations and additions to Tenant’s Premises except in accordance with plans and specifications therefor first approved by Landlord, which approval shall not be unreasonably withheld. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the right from time Premises shall be in Landlord’s sole discretion. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (including, without limitation, any alterations or additions to time after the completion be performed by Tenant under Article III) which (a) in Landlord’s opinion might adversely affect any structural or exterior element of the Building(s) and at its sole cost and expense to make additionsBuilding, alterations and changes, structural any area or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost element outside of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event or any facility or base building mechanical system serving any area of Default shall be continuingthe Building outside of the Premises, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. or (b) No Alteration involve or Substantial Alteration shall affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time made prior to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but such termination or expiration without expense to Landlord, (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent, in Landlord’s judgment, with alterations satisfying Landlord’s standards for new alterations in the application Building. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Article III hereof for which a fee has previously been paid but not including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of (i) $150.00 per hour, plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Except for any additions or alterations which Tenant requests to remain in the Premises in Tenant’s notice seeking Landlord’s consent for the installation thereof (which notice shall specifically refer to this Section 5.12) and for which Landlord specifically agrees in writing may remain, all alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to Section 5.2. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and security satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or authorizations whenever installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Building that are required in order to comply with Legal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide such action is necessary.rules and regulations relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and immediately to discharge any such liens which may so attach. Tenant shall pay, as Additional Rent, 100% of any real estate taxes on the Complex which shall, at any time after commencement of the Term, result from any alteration, addition or improvement to the Premises made by Tenant. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or the Building to the extent paid for by Landlord. Notwithstanding the terms of this Section 5.12, Tenant shall have the right, without obtaining the prior consent of Landlord but upon prior notice to Landlord, to make alterations, additions or improvements to the Premises where: (ci) Any Substantial Alteration the same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Building (other than alterations affecting including no signs on windows); (ii) the same do not affect the roof, any structural element of the Building, the mechanical, electrical, plumbing, heating, electrical ventilating, air-conditioning and other Building utilitiesfire protection systems of the Building; (iii) the cost of any individual alteration, addition or improvement shall be conducted under not exceed $30,000.00 and the supervision aggregate cost of an architect said alterations, additions or engineer selected improvements made by TenantTenant during the Lease Term shall not exceed $120,000.00 in cost; (iv) Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance or taxes or of services, Tenant shall pay for any such increase in cost; and no provided, however, that Tenant shall, within fifteen (15) days after the making of such Substantial Alteration shall be madechanges, except in accordance with detailed send to Landlord plans and specifications describing the same in reasonable detail and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by provided further that Landlord, such approval not by notice to be unreasonably withheld, conditioned or delayed. In addition Tenant given at least thirty (30) days prior to the items mentioned in expiration or earlier termination of the preceding sentenceLease Term, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to may require Tenant to complete restore the Premises to its condition prior to such Substantial Alterationalteration, addition or improvement at the expiration or earlier termination of the Lease Term. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have Borrower may, without Lender’s consent, perform alterations to the right from time to time after Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the completion value or Net Operating Income of the Building(sProperty and (iii) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years are in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and ordinary course of Borrower’s business. Borrower shall not perform any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Material Alteration shall be commenced except after twenty (20) days without Lender’s prior written notice to Landlord. (b) No Alteration or Substantial Alteration consent, which consent shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that Lender may, in its sole and absolute discretion, withhold consent to any alteration the cost of which is reasonably estimated to exceed $2,500,000 or which is likely to result in a decrease of Net Operating Income by two and one-half percent (2.5%) or more for a period of thirty (30) days or longer. In addition Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for payment of the items mentioned cost of such Material Alteration in an amount equal to 125% of the preceding sentenceamount by which the cost of the Material Alteration as reasonably estimated by Lender exceeds $2,500,000. Upon substantial completion of the Material Alteration, Tenant Borrower shall also provide to Landlord evidence reasonably satisfactory to Landlord as to Lender that (i) the funds available to Tenant to complete such Substantial Alteration. Material Alteration was constructed in accordance with applicable Legal Requirements and substantially in accordance with plans and specifications approved by Lender (dwhich approval shall not be unreasonably withheld, conditioned or delayed), (ii) Any Alterations all contractors, subcontractors, materialmen and professionals who provided work, materials or Substantial Alterations shall be made services in connection with reasonable dispatch the Material Alteration have been paid in full and have delivered unconditional releases of lien and (Unavoidable Delays exceptediii) and in a good and workmanlike manner and in compliance in all material respects with Licenses necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. Borrower shall reimburse Lender upon demand for all applicable permits actual out-of-pocket costs and authorizations and buildings and zoning laws and with all other Legal Requirements expenses (including the reasonable fees of any Governmental Authorityarchitect, engineer or other professional engaged by Lender) incurred by Lender in reviewing plans and specifications or in making any determinations necessary to implement the provisions of this Section 5.4.2.

Alterations. With the exception of the Tenant Improvements, Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing; provided, however, that Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additionsalterations to the Leased Premises, without obtaining Landlord’s prior written consent provided that (a) such alterations do not exceed Twenty Thousand and changes, structural or otherwise No/100 Dollars ($20,000.00) in cost in any addition, alteration or change involving an estimated one instance and Two Hundred Thousand and No/100 Dollars ($200,000.00) in cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as aggregate during the Base Rent is adjusted pursuant Lease Term; (b) such alterations are non-structural and non-mechanical in nature; (c) such alterations do not require a permit; (d) Tenant provides Landlord with prior written notice of its intention to Section 4.1 hereofmake such alterations, being called an “Alteration” stating in reasonable detail the nature, extent and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or such alterations, together with the plans and specifications for the same, to the Premisesextent applicable, provided no Event and (e) at Landlord’s option, Tenant must remove such alterations and restore the Leased Premises upon termination of Default this Lease. As a condition of such approval, Landlord may require Tenant to remove the alterations 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 continuing, subject, however, in all cases removed by Tenant. Notwithstanding anything contained herein to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until contrary, Tenant shall have procured and paid for, so far as no obligation hereunder to remove any of the same may be required from time Tenant Improvements or to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to otherwise remove any other alterations or improvements which have been made by Tenant with the express written consent of Landlord, in unless, at the application for time of granting such permits consent, Landlord has expressly required the removal of any such proposed alterations or authorizations whenever improvements as a condition to granting such action is necessary. (c) Any Substantial Alteration (other than consent. Tenant shall ensure that all alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except made in accordance with detailed plans all applicable laws, regulations and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlordbuilding codes, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and 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 in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements this Lease shall be construed to constitute Landlord’s consent to the creation of any Governmental Authoritylien. 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 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 subsidiary or affiliate of Landlord, shall have the right to bid to perform all work on any alterations to the Leased Premises that require Landlord’s consent, provided that Duke Construction Limited Partnership or such other subsidiary or affiliate of Landlord that Landlord elects to do the work shall have the skills and experience necessary to perform the work and shall be competitively priced.

Alterations. After the Commencement Date, Tenant shall have not make or permit any Alterations in, on or about the right from time to time after Premises without the completion prior written consent of the Building(s) and at its sole cost and expense to make additionsLandlord, alterations and changeswhich consent shall not be unreasonably withheld, structural conditioned or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subjectdelayed; provided, however, in all cases that Landlord’s consent shall not be required for any nonstructural Alterations to the following: interior of the Building that do not exceed Two Hundred Fifty Thousand and no/100ths Dollars (a$250,000.00) No Substantial Alteration shall be commenced except after twenty in cost per year and do not affect the roof of the Building or the Building Systems, so long as Tenant provides Landlord with prior notice of any such Alterations (20) days prior written notice “Permitted Alterations”). If Tenant desires to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until make any Alterations to the Premises other than Permitted Alterations, Tenant shall have procured and paid for, so far as submit the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed proposed plans and specifications for such Alterations to Landlord for Landlord’s review and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlordapproval, such which approval shall not to be unreasonably withheld, conditioned or delayed. In addition If Landlord fails to notify Tenant in writing of Landlord’s approval or disapproval of any Alterations shown on such plans and specifications within ten (10) business days after Landlord’s receipt of such documents from Tenant, then Landlord shall be deemed to have approved such Alterations. Tenant shall complete any Alterations to the items mentioned Premises at Tenant’s sole expense, in the preceding sentencecompliance with all applicable Laws, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) including any permit requirements, by a licensed contractor, and in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date. Landlord acknowledges that, subject to Tenant’s receipt of all necessary governmental approvals, Tenant will have the right to install a reasonable number of electric vehicle charging stations in compliance the parking area of the Outside Areas pursuant to plans and specifications subject to Landlord’s approval in accordance with this Paragraph 12. All Alterations made by or for Tenant shall be and become the property of Landlord upon the expiration or earlier termination of this Lease and shall not be deemed Tenant’s Personal Property; provided, however, that Landlord may, at Landlord’s option, require Tenant to remove, at Tenant’s expense, any or all material respects with Alterations installed by or for Tenant from the Premises at the expiration or sooner termination of this Lease. If Tenant requests that Landlord make a determination of whether Landlord will require Tenant to remove any Alterations upon the termination of this Lease, then Landlord shall notify Tenant of Landlord’s election within ten (10) business days after Tenant’s request for such determination by Landlord. If Landlord fails to notify Tenant in writing within such ten (10) day period that Landlord will require such removal, then Landlord shall be deemed to have elected not to require Tenant to remove such Alterations. In no event, however, shall Tenant be required to remove the Tenant Improvements from the Premises. If Tenant removes any Alterations as required or permitted herein, Tenant shall repair any and all applicable permits damage to the Premises caused by such removal and authorizations return the Premises to their condition as of the Commencement Date, normal wear and buildings tear excepted and zoning laws subject to the provisions of Paragraph 22. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the maintenance and with all other Legal Requirements repair of any Governmental AuthorityAlterations made by it to the Premises.

Alterations. Tenant (a) Subject to the rights of Comenity to make alterations pursuant to the terms of the Comenity Lease without the prior consent of Borrower, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the right 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 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 this Agreement, or (d) any alteration which costs less than the Threshold Amount (in the aggregate for all current alterations at the Property), provided that, in all of the foregoing clauses (a) through (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 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 after at the completion option of the Building(s) and at its sole cost and expense Lender to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted pay for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlordsuch alterations. (b) No Alteration or Substantial Alteration Borrower shall be undertaken until not waive any material terms, covenants and conditions contained in any Major Tenant shall have procured and paid for, so far as Lease upon the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in part of the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not Tenant thereunder to be unreasonably withheld, conditioned observed or delayed. In addition performed in connection with any alterations to the items mentioned in the preceding sentence, be performed by any Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to under any such Major Tenant to complete such Substantial AlterationLease. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. The parties hereby agree that, while the provisions of this Section 5.12 apply to the initial Tenant’s Work, if, with respect to the initial Tenant’s Work, there is any inconsistency between the provisions of Exhibit B-1 and the provisions of this Section 5.12, the provisions of Exhibit B-1 shall control. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to not make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up additions to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, ’s Premises except in accordance with detailed plans and specifications and cost estimates prepared and therefor first approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such which approval shall not to be unreasonably withheld, conditioned or delayed. In addition However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises (including, without limitation, from common lobbies within the Building) shall be in Landlord’s sole, but good faith, discretion. Landlord’s initial approval, or disapproval with supporting specific reasons, of Tenant’s plans and specifications (other than the Plans relating to the items mentioned initial Tenant’s Work) shall be provided to Tenant within fifteen (15) days of Landlord’s receipt of such plans, except that if Landlord reasonably determines that it must engage an outside consultant in connection with its review and approval of such plans and specifications (i.e., because, in Landlord’s reasonable judgment, Landlord’s staff does not have the appropriate skills to perform such review), the period for Landlord’s review of such plans and specifications shall be fifteen (15) business days after Landlord’s receipt. Future approvals, or disapprovals with supporting specific reasons, for subsequent submittals of corrections or changes, shall be provided to Tenant within three (3) business days of Landlord’s receipt of such revised plans. Without limiting such standard Landlord shall not be deemed unreasonable for withholding approval of any alterations or additions (including, without limitation, any alterations or additions to be performed by Tenant under Article III) which (a) in Landlord’s opinion reasonably likely to materially and adversely affect any structural or exterior element of the Building, any area or element outside of the Premises, or any facility or base building mechanical system serving any area of the Building outside of the Premises, or (b) involve or affect the exterior design, size, height, or other exterior dimensions of the Building or (c) will require unusual expense to readapt the Premises to normal office use on Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Building or of the services called for by Section 4.1 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination or expiration without expense to Landlord, or (d) enlarge the Rentable Floor Area of the Premises, or (e) are inconsistent with alterations satisfying Landlord’s then existing generally applicable Building standards for new alterations in the preceding sentenceBuilding. Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Building and the other requirements of this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements nor give right to any other parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting Tenant’s initial improvements performed pursuant to Article III hereof and Exhibits B-1 and B-2 attached hereto, but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150.00 per hour for time spent by Landlord’s in-house personnel, up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00), plus (ii) third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, up to a maximum of Five Thousand and 00/100 Dollars ($5,000.00), for an aggregate maximum of Ten Thousand and 00/100 Dollars ($10,000.00). Notwithstanding the terms of this Section 5.12, Tenant shall have the right, without obtaining the prior consent of Landlord, but upon at least ten (10) business days’ prior written notice to Landlord, to make alterations, additions or improvements to the Premises where: (i) the same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises or the Building; (ii) the same do not affect the roof, any structural element of the Building, or the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and fire protection systems of the Building; (iii) the cost of any individual alteration, addition or improvement shall not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) in each instance; and (iv) Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance or taxes or of services, Tenant shall pay for any such increase in cost; provided, however, that Tenant shall, no later than ten (10) days after the making of such changes for which Landlord consent is not required hereunder, send to Landlord plans and specifications describing the same in reasonable detail and provided further that Landlord may, by notice to Tenant given no later than fifteen (15) days subsequent to the date on which the plans and specifications are submitted to Landlord, require Tenant to restore the Premises to its condition prior to such alteration, addition or improvement upon the expiration or earlier termination of the Lease Term. All alterations and additions shall be part of the Building unless and until Landlord shall specify the same for removal pursuant to this Section 5.12, Landlord hereby agreeing to make such election at the time that Landlord approves Tenant’s plans for any such alterations, etc. All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with construction or operation of the Buildings and other improvements to the Site and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed. Except for work by Landlord’s general contractor, Tenant, before its work is started, shall secure all licenses and permits necessary therefor; deliver to Landlord a statement of the names of all its contractors and subcontractors and the estimated cost of all labor and material to be furnished by them and, except with respect to the initial Tenant’s Work, if the cost of such work exceeds Three Hundred Thousand and 00/100 Dollars ($300,000.00), security reasonably satisfactory to Landlord protecting Landlord against liens arising out of the furnishing of such labor and material; and cause each contractor to carry insurance in accordance with Section 8.14 herein and to deliver to Landlord certificates of all such insurance. To the extent typically prepared for alterations of the type in question, Tenant shall also provide prepare and submit to Landlord evidence reasonably satisfactory to Landlord as at Landlord’s expense a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the funds available to Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be made responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the Building that are required in order to comply with reasonable dispatch (Unavoidable Delays excepted) Legal Requirements as a result of any work performed by Tenant. Subject to, and in a good accordance with, Section 5.4, Landlord shall have the right to provide such reasonable rules and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements regulations relative to the performance of any Governmental Authorityalterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services at the same rates which are charged to the other tenants of the Building. Tenant agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees, or independent contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and, within ten (10) business days, to discharge or bond over any such liens which may so attach. Tenant shall pay, as Additional Rent, 100% of any real estate taxes imposed upon the Building, which shall, at any time after the Commencement Date, result solely from any alteration, addition or improvement to the Premises made by Tenant at any time after the Delivery Date, as determined solely by the records of the tax assessing authority; provided however, that (i) such taxes shall only be payable by Tenant if, and to the extent that, such taxes, and the amount thereof, are specifically identified, in the records of the tax assessor, as arising solely from such Tenant alteration, addition or improvement, and (ii) if real estate taxes are determined by the tax assessor based upon a capitalization of income approach, then in no event shall there be deemed to be any additional taxes payable for the purposes of Section 2.7; and further provided however, that Tenant shall not be responsible for real estate taxes on the Property attributable to any alteration, improvement or addition to the Premises as part of Tenant’s Work to the extent that the same is paid for by application of the Tenant Allowance. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or the Building to the extent paid for by Landlord.

Alterations. SECTION 3.1 Tenant shall have not make any Tenant Alterations without Landlord's Approval in each instance; provided, however, that Tenant's installation, modification or removal of wiring, raised flooring, cages, equipment racks, cable trays and similar ordinary course equipment installation entirely within the right from time Premises shall not be deemed to time after be Tenant Alterations requiring such Approval provided same can be removed without material damage to the Building (any of the foregoing constituting "Data Center Configuration Work"). L▇▇▇▇▇▇▇'s Approval of Tenant Alterations may be granted or denied in Landlord's sole discretion. Landlord shall in no event be required to Approve the installation outside the Premises by Tenant of any installations or equipment. SECTION 3.2 The following are the conditions (the "Data Center Configuration Work Approval Conditions") that must be satisfied before any Data Center Configuration Work may be performed, and as appropriate, during and upon completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (performance of any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the followingData Center Configuration Work: (a) No Substantial Alteration Tenant shall furnish to Landlord duplicate original policies or certificates of worker's compensation insurance (covering all persons to be commenced except after twenty employed by Tenant and by all contractors and subcontractors supplying materials or performing work in connection with such Data Center Configuration Work) and commercial general liability (20including property damage coverage) days prior written notice insurance and during any construction or Alterations by Tenant or its contractors or employees Builder's Risk coverage (issued on a completed value basis) or an equivalent coverage reasonably satisfactory to Landlord, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and, any Lessor and any Mortgagee as to which Tenant has received the name and address as additional insureds for such liability insurance. (b) No Alteration or Substantial Alteration All Data Center Configuration Work shall be undertaken until Tenant shall have procured performed by T▇▇▇▇▇ (i) at Tenant's sole cost and paid forexpense, so far as the same may be required from time to time(ii) in a good and workmanlike manner using new materials of first class quality, (iii) in compliance with all permits Legal Requirements and authorizations from all municipal departments Rules and governmental sub-divisions having jurisdiction. Landlord shall joinRegulations, but without expense (iv) subject to Landlord's inspection, in if so requested by Landlord and (v) at hours reasonably Approved by Landlord and otherwise minimizing unreasonable disturbance to other tenants of the application for such permits or authorizations whenever such action is necessaryBuilding. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) Landlord shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by LandlordApprove, such approval not to be unreasonably withheld, conditioned or delayed. In addition , the general contractors, construction managers, contractors and subcontractors proposed to the items mentioned be used by Tenant for Data Center Configuration Work (and if any such party employed by or on behalf of Tenant causes any labor disharmony anywhere in the preceding sentence, Tenant shall also provide to Building then Landlord evidence reasonably satisfactory to Landlord as to the funds available to may require Tenant to complete immediately discontinue using such Substantial Alterationparty) except that all mechanical and electrical work shall be performed by contractors who are designated by Landlord. (d) Any Alterations Upon completion of any Data Center Configuration Work, Tenant, at its expense, shall promptly deliver to Landlord an electronic copy of "as-built" plans and specifications for such Data Center Configuration Work, in the format designated by Landlord. (e) The indemnity of Landlord by Tenant set forth in Article 28 shall extend and apply fully as to any costs, damages, liability, etc., arising directly or Substantial Alterations indirectly from any Data Center Configuration Work performed by Tenant. SECTION 3.3 If, because of any act or omission of Tenant, its employees, agents, contractors, or subcontractors, any mechanic's lien, notice of commencement, notice of intention to lien, U.C.C. financing statement or other lien, encumbrance, notice, charge or order for the payment of money shall be made with reasonable dispatch filed against Landlord, or against all or any portion of the Premises or the Property (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other than Tenant's Property which under Legal Requirements does not constitute a fixture), Tenant shall, at its own cost and expense, cause the same to be discharged of record, by bonding or otherwise, within thirty (30) days after the filing thereof, and Tenant shall indemnify, defend and save Landlord harmless against and from all costs, expenses, liabilities, suits, penalties, claims and demands (including reasonable attorneys' fees and disbursements) resulting therefrom. SECTION 3.4 At Tenant's request, Landlord shall review Tenant's initial proposed layout of Tenant's equipment racks to be installed in the Premises based on Tenant's proposed "hot-aisle/cold-aisle" layout and promptly provide any Governmental Authoritycomments that Landlord has to such proposed layout.

Alterations. Tenant Pledgor shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, the right value of the related Individual Property, the Collateral or the 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 Pledgor’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral or the 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 in accordance with the terms hereof and the Mortgage Loan Agreement, (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, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’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 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 in connection with any Securitization, or (D) a completion bond or letter of credit 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 that 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 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 applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to time after at the completion option of Lender to pay for such alterations or to terminate any of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in restore the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or related Individual Property to the Premisesextent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, provided no Event of Default Pledgor shall be continuing, subject, however, in all cases relieved of its obligation to deposit the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice security for certain alterations described above provided Mortgage Borrower is required to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time does deliver such security to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except Mortgage Lender in accordance with detailed plans the Mortgage Loan Documents and specifications and cost estimates prepared and approved in writing by Lender received evidence acceptable to Lender of the delivery of such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationsecurity. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Subject to the terms and provisions of this Sublease, Subtenant shall accept the existing improvements to the Premises in their “as is” condition as of the date hereof and shall have no obligation to remove those existing improvements at the right from time to time after the completion end of the Building(s) and Term. Additionally, Subtenant shall have no obligation to remove the existing raised flooring at its sole cost and expense to the end of the Term. Subtenant shall make additionsno other alterations, alterations and changesinstallations, structural additions or otherwise improvements (any additioncollectively, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial AlterationAlterations”) in or about the Premises without the prior written consent of Prime Landlord in each instance as provided in the Prime Lease, it being understood that any Alterations consented to the Premises, provided no Event of Default by Prime Landlord shall be continuing, subject, however, in all cases deemed to the following: have been consented to by Sublandlord provided and on condition that (a) No Substantial Alteration Prime Landlord’s consent states that neither Subtenant nor Sublandlord shall be commenced except after twenty (20) days required to restore the Premises upon expiration or earlier termination of this Sublease to the condition prior written notice to Landlord. such installation of Alteration and (b) No Alteration or Substantial Alteration all requests for such consent shall be undertaken until Tenant delivered to Sublandlord for delivery to Prime Landlord. If Prime Landlord’s consent does not so state, then Sublandlord’s consent to such alterations shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial All Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) performed by Subtenant at its sole cost and in a good and workmanlike manner expense and in compliance in all material respects with all applicable permits of the provisions of the Prime Lease, including the provisions requiring Prime Landlord’s prior written consent. In the event that Subtenant shall make any Alterations, Subtenant shall, if required by Prime Landlord and authorizations Sublandlord, upon consent for making such Alteration, restore the Premises to their original condition at the commencement of the Sublease (reasonable wear and buildings tear excepted) at the expiration of this Sublease. Subtenant will only be required to restore Specialty Alterations (as defined in the Prime Lease) if required by Prime Landlord. Subtenant hereby indemnifies and zoning laws and with all other Legal Requirements of holds Sublandlord harmless from any Governmental Authorityliability, it may incur to Prime Landlord or others resulting from Subtenant’s Alterations.

Alterations. Tenant shall have not, without the right from time to time after the completion prior written consent of the Building(s) and at its sole cost and expense to Landlord, make additionsany repairs, alterations and changesreplacements, structural or otherwise (any additionalterations, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alterationimprovements, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or additions to the Premises. In the event Tenant desires to make any alterations, provided no Event improvements or additions pursuant to this Article 9, or any repairs or replacements pursuant to Article 8 of Default shall be continuingthis Lease, subjectTenant shall, however, in all cases prior to the followingcommencing any such work: (a) No Substantial Alteration shall be commenced except after twenty (20) days Submit to Landlord plans and specifications showing such work in reasonable detail and obtain Landlord's prior written notice to Landlord.approval; (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured Furnish Landlord with the names and paid foraddresses of all contractors and copies of all contracts with such contractors, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to obtain Landlord, in the application for such permits or authorizations whenever such action is necessary.'s prior written approval; (c) Any Substantial Alteration (other than alterations affecting Provide Landlord with all necessary permits evidencing compliance with all ordinances and regulations of the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision City of an architect Tampa or engineer selected by Tenantany department or agency thereof, and no such Substantial Alteration shall be made, except in accordance with detailed plans the requirements of all statutes and specifications and cost estimates prepared and approved in writing by such architect regulations of the State of Florida or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned any department or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration.any agency thereof; (d) Any Alterations Provide Landlord with certificates of insurance in forms and amounts satisfactory to Landlord naming Landlord as an additional insured where required by Landlord; and (e) Comply with such other requests as Landlord may reasonably make in connection with such work. All such work shall, at Landlord's election, be subject to supervision by Landlord, and Tenant shall promptly pay Landlord the reasonable cost of all such supervision. TENANT HEREBY AGREES TO PROTECT, DEFEND, INDEMNIFY, AND HOLD LANDLORD HARMLESS FROM ANY AND ALL LIABILITIES OF EVERY KIND AND DESCRIPTION THAT MAY ARISE OUT OF OR IN CONNECTION WITH SUCH REPAIRS, REPLACEMENTS, ALTERATIONS, IMPROVEMENTS, OR ADDITIONS. Upon completing any of such repairs, replacements, alterations, improvements, or Substantial Alterations additions, Tenant shall furnish Landlord with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and material expended and used. All repairs, replacements, alterations, improvements, and additions shall comply with all insurance requirements and with all ordinances and regulations of the City of Tampa or any department or agency thereof and with the requirements of all statutes and regulations of the State of Florida or of any department or agency thereof. All repairs, replacements, alterations, improvements, and additions shall be made with reasonable dispatch (Unavoidable Delays excepted) and constructed in a good and workmanlike manner and only good grades of material shall be used. All alterations, improvements, additions, repairs, and replacements, whether temporary or permanent in compliance character, including, but not limited to, wall coverings, carpeting and other floor coverings, special lighting installations, built-in all material respects or attached shelving, cabinetry and mirrors, made by Landlord or Tenant in or upon the Premises, shall become Landlord's property and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise without compensation to Tenant (excepting only Tenant's movable office furniture, trade fixtures, and office equipment); provided, however, that Landlord shall have the right to require Tenant to remove such alterations, improvements, additions, repairs, or replacements at Tenant's sole cost and expense in accordance with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements the provisions of any Governmental AuthorityArticle 19 of this Lease.

Alterations. Subject to provisions of the Lease, Tenant shall not make, or allow to be made, any alterations or additions in, about or to the Premises without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to proposed alterations and additions which: (a) comply with all applicable laws, ordinances, rules and regulations; (b) are in Landlord's opinion compatible with the Project and its mechanical, plumbing, electrical, heating/ventilation/air conditioning systems; and (c) will not interfere with the use and occupancy of any other portion of the Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing, Landlord shall have the right from to approve all plans and specifications for the proposed alterations or additions, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of alteration or additions, and the time for performance of such work. Tenant shall also supply to time after the completion Landlord any documents and information reasonably requested by Landlord in connection with Landlord's consideration of a request for approval hereunder. Tenant shall reimburse Landlord for all reasonable costs which Landlord may incur in connection with granting approval to Tenant for any such alterations and additions, including any costs or expenses which Landlord may incur in electing to have outside architects and engineers review said plans and specifications, which costs shall not exceed ten percent (10%) of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, of such alteration or change involving an estimated cost up to but not exceeding $750,000addition. All such alterations or additions shall remain the property of Tenant until termination of this Lease, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default at which time they shall be continuingand become the property of Landlord if Landlord so elects (excluding any warehouse equipment, subjecttrade fixtures and computers); provided, however, in that Landlord may, at Landlord's option, require that Tenant, at Tenant's expense, remove any or all cases alterations or additions made by Tenant and restore the Premises by the termination of this Lease, whether by lapse of time, or otherwise, to their condition existing prior to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements construction of any Governmental Authority.such alterations or additions. All such removals and restoration

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, not permit alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the PremisesLeased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, provided no Event Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to timethis Lease; otherwise, all permits such alterations shall become a part of the realty and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to the property of Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall not be conducted under the supervision of an architect or engineer selected removed by Tenant, unless Tenant, at its option, removes the same prior to the end of the Lease Term and no repairs any damage caused by such Substantial Alteration removal, and provided that Tenant shall not be required to remove any of the Landlord’s Work. Notwithstanding the foregoing, Landlord’s consent shall not be required for alterations to painting and carpeting or other non-structural alterations, so long as the alterations do not affect the Building systems, Tenant uses contractors reasonably approved by Landlord, Tenant provides Landlord with “as built” or working drawings for any material modifications and Tenant notifies Landlord prior to making such alterations. Tenant shall ensure that all alterations shall be made, except made in accordance with detailed plans all applicable laws, regulations and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlordbuilding codes, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and of quality equal to or better than the original construction of the Leased Premises. 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 in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements this Lease shall be construed to constitute Landlord’s consent to the creation of any Governmental Authoritylien. 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 cause such lien to be discharged of record or provide reasonable security to Landlord for and contest the same by appropriate proceedings within thirty (30) days after notice from Landlord to Tenant of the same. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any damage or injury arising from any construction or alteration by Tenant and any related lien caused or suffered by Tenant, subject to the immediately preceding sentence.

Alterations. Tenant (a) Lessee shall have not make any alterations in or additions to the right Demised Premises without Lessor's advance written consent which shall not be unreasonably withheld in each and every instance, provided, however, that no such consent shall be necessary for alterations or additions which cost $50,000 or less and which do not affect the structure or systems of the Building. If Lessee is permitted to make any alterations in or additions to the Demised Premises, before commencement of the work or delivery of any materials onto the Demised Premises or into the Building, Lessee shall furnish Lessor for Lessor's approval with plans and specifications, names and addresses of contractors, copies of contracts, necessary permits and security in form and amount reasonably satisfactory to Lessor against any and all claims, costs, damages, liabilities and expenses which may arise in connection with the alterations or additions. Whether Lessee furnishes Lessor the foregoing or not, Lessee hereby agrees to hold Lessor harmless from any and all liabilities of every kind and description which may arise out of or be connected in any way with said alterations or additions. All such work, alterations, decorations, installations, additions or improvements shall be done only by contractors or mechanics reasonably approved by Lessor, which approval shall not be unreasonably withheld, at such times and in such manner as Lessor may from time to time after reasonably designate. Any mechanics lien filed against the completion Demised Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to Lessee, shall be discharged of record by Lessee within thirty (30) days thereafter, at Lessee's expense, unless Lessee insures over any such claims or furnishes Lessor a bond or other reasonable security in an amount at least equal to 150% of the Building(s) and at its sole cost and expense to make claimed indebtedness. Before commencing any work in connection with alterations or additions, Lessee shall furnish Lessor with certificates of insurance from all contractors performing labor or furnishing materials insuring Lessor against any and all liabilities which may arise out of or be connected in any way with said additions or alterations. Lessee shall pay (i) the cost of all such alterations and changesadditions, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in ii) the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”decorating the Demised Premises occasioned by such alterations and additions and (iii) all third party out-of-pocket costs incurred by Lessor in reviewing all plans and specifications and other materials associated with and inspecting any work done in connection with any proposed alterations or to additions. Upon completing any alterations or additions, Lessee shall furnish Lessor with contractor's affidavits and full and final waivers of lien covering all labor and materials expended and used. All alterations and additions shall comply with all insurance requirements and with all ordinances and regulations of the Premises, provided no Event City of Default Chicago or any department or agency thereof and with the requirements of all statutes and regulations of the State of Illinois or of any department or agency thereof. All alterations and additions shall be continuing, subject, however, constructed in all cases to the following: (a) No Substantial Alteration good and workmanlike manner and only good grades of materials shall be commenced except after twenty (20) days prior written notice used. Lessee shall permit Lessor to Landlordinspect construction operations in connection with alterations or additions if Lessor requests to do so. (b) No Alteration All additions, decorations, fixtures, hardware, non-trade fixtures and all other permanent improvements in or Substantial Alteration upon the Demised Premises, whether placed there by Lessee or by Lessor, shall be undertaken until Tenant become Lessor's property and shall have procured and paid forremain upon the Demised Premises at the expiration or termination of this Lease without compensation to Lessee; provided, so far however, that at the written request of Lessee submitted to Lessor at such time as the same may other documents and instruments described hereinabove are submitted to Lessor, Lessor shall, at the time it grants consent to any alteration pursuant to this Section 14, designate which alterations then contemplated by Lessee, if any, (i) Lessee will be required from time to timeremove upon expiration or termination of this Lease, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense provided that Lessor may only require Lessee to Landlordremove improvements or alterations which, in the application for reasonable opinion of Lessor, either are unconventional alterations or improvements or are alterations or improvements which will be difficult or costly to remove upon expiration or termination of this Lease, and/or (ii) Lessee, at its option, may remove upon the expiration or termination of this Lease. If Lessee so requests that Lessor make such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than designation and Lessor indicates that any of the alterations affecting the plumbingwill be required to be removed, heating, electrical and other Building utilities) Lessee shall be conducted under the supervision of an architect or engineer selected by Tenant, and no required to remove such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and alterations in a good and workmanlike manner and restore the Demised Premises to its condition prior to the installation of such alterations at Lessee's sole cost and expense. If Lessee does not remove any additions, decorations, fixtures, hardware, non-trade fixtures and improvements required to be removed in compliance accordance with the foregoing, Lessor may remove the same and Lessee shall pay the reasonable cost of such removal to Lessor upon demand. If Lessee does not remove Lessee's furniture, machinery, trade fixtures and all other items of personal property of every kind and description from the Demised Premises prior to the end of the Term, however ended, upon fifteen (15) business days written notice to Lessee, Lessee shall be conclusively presumed to have conveyed the same to Lessor under this Lease as a ▇▇▇▇ of sale without further payment or credit by Lessor to Lessee and Lessor may remove the same and Lessee shall pay the cost of such removal to Lessor upon demand. Anything in all material respects this Lease to the contrary notwithstanding, Lessee may remove, at or prior to the expiration or earlier termination of this Lease, any supplementary air-conditioning units, raised flooring, Halon fire protection systems, and closed circuit security systems, if any, installed by Lessee on the Demised Premises in accordance with the provisions of this Lease. The rights and obligations of the parties under this Section 14(b) shall survive the expiration of the Term or the termination of this Lease. (c) Lessee acknowledges that certain fireproofing and insulation materials used in the construction of the Building contain asbestos and that the presence thereof requires Lessor to insure that certain precautions be taken when any work is performed in and around such materials. To that end, Lessor has promulgated Building regulations and procedures governing the manner in which Lessee may undertake alterations, additions modifications and improvements to the Demised Premises in those areas where asbestos-containing materials may be located, and such regulations and procedures may be modified, amended or supplemented from time to time. Prior to undertaking any physical work in or around the Demised Premises, Lessee shall notify Lessor, in writing, of the exact nature and location of the proposed work and shall promptly supply such additional information regarding the proposed work as Lessor shall request. After receipt of Lessee's notice, Lessor shall, to the extent appropriate, supply Lessee with the Building procedures and regulations relating to working in areas where there is a risk of coming into contact with any asbestos-containing materials. Lessee shall strictly comply with all applicable permits governmental statutes, ordinances, codes, rules, regulations and authorizations all Building procedures and buildings regulations relating to such work established by Lessor. Lessor shall have the right at all times to monitor the subject work for compliance with the Building procedures and zoning laws regulations. If Lessor determines that any of the Building regulations and/or procedures are not being strictly complied with, Lessor may immediately require the cessation of all work being performed in or around the Demised Premises until such time as Lessor is satisfied that the applicable procedures and with all other Legal Requirements regulations will be observed. Lessor's monitoring of any Governmental Authoritywork in or around the Demised Premises shall not be deemed a certification by Lessor of compliance with any applicable statutes, ordinance, code, rule regulation, or of the Building regulations and procedures or a waiver by Lessor of its right to require strict compliance with such Building regulations and procedures, nor shall such monitoring relieve Lessee from any liabilities relating to such work.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to Lessee will not make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, additions or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) improvements in or to the Premises without the written consent of Lessor first having been obtained, which consent may be withheld in Lessor's reasonable discretion. Before commencing any work relating to approved alterations, additions and improvements affecting the Premises, provided no Event Lessee shall notify Lessor in writing of Default the expected date of commencement thereof and Lessee shall be continuing, subject, however, in all cases present to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed Lessor plans and specifications for such alterations, additions or improvements at the time approval is sought. In the event Lessor consents to the making of any alterations, additions, or improvements to the Premises by Lessee, the same shall be made by Lessee at Lessee’s sole cost and cost estimates prepared and expense. All such work shall be done only by contractors or mechanics approved in writing by such architect or engineer and reasonably approved in writing by LandlordLessor, such which approval shall not to be unreasonably withheld, conditioned or delayed. In addition Lessee shall not permit any mechanics or materialmen's liens to be levied against the Premises for any labor or material furnished to Lessee or claimed to have been furnished to Lessee or to Lessee's agents or contractor in connection with work of any character preformed or claimed to have been performed on the Premises by or at the direction of Lessee. Unless Lessor requires their removal by notice to Lessee given at the time of consent (or within ten (10) days after notice by Lessor form Lessee of alterations not requiring its approval), all alterations, improvement or additions which may be made on the Premises shall become the property of Lessor and remain upon the Premises and be surrendered with the Premises at the expiration of the Term. If any mechanics or materialmen's lien, at any time, is filed against the Premises, or any part of the Premises, Lessee will cause such lien to be discharged of record within thirty (30) days after the filing of such lien (or any shorter period if required under Lessor's loan documents applicable to the items mentioned in the preceding sentencePremises), Tenant shall also provide except that if Lessee desires to Landlord evidence contest such lien, it will furnish Lessor, within such 30-day (or shorter) period, security reasonably satisfactory to Landlord Lessor and its lender of at least 150% of the amount of the claim (or such higher amount as required to comply with applicable statutes to release the lien), plus estimated costs and interest or comply with such statutory procedures as may be available to release the lien. Such contest shall suspend the enforcement of any lien against the Premises. Lessor may at any time apply such deposit to the payment of such lien if Lessor at any time reasonably believes that such lien could result in a foreclosure. Within ten (10) days of the final determination of a contest establishing the validity or existence of a lien for any amount is entered, Lessee will pay and satisfy the same. At any time Lessee either desires, to or is required to, make any repairs, alterations, additions, improvements or utility installation thereon, or otherwise, Lessor may at its sole option require Lessee, at Lessee's sole cost and expense, to obtain and provide to Lessor a lien and completion bond in an amount equal to one and one-quarter (11/4) times the estimated cost of such improvements, to insure Lessor against liability for mechanics and materialmen's liens and to insure completion of the work. Lessee agrees that Lessor, at its option, may at its own expense make repairs, alterations or improvements which Lessor may deem necessary or advisable for the preservation safety or improvement of the Premises, including the right to modernize, improve, alter or make other changes to the Facility, or any portion thereof following no less than thirty (30) days’ notice to Lessee and approval of Lessee (which approval shall not be unreasonably withheld, delayed, or conditioned) solely as to the funds available nature of such alterations or improvements to Tenant make sure they are consistent with Lessee's use of the Premises and its programmatic requirements, provided that Lessee shall at all times have reasonable access to the Premises, and Lessor shall schedule all such activities to minimize interference with Lessee's school program. Notwithstanding any provision to the contrary in this Section, Lessee may, following ten (10) days prior written notice to Lessor make the following alterations without prior consent from Lessor: (i) installation of Lessee's trade fixtures; and (ii) non-structural alterations, additions, or improvements in the Premises that cost less than $25,000 in the aggregate on a yearly basis to complete the entire project or are decorative or cosmetic in nature (such Substantial Alterationas repainting, recarpeting, reflooring, hanging wall coverings, installing low-voltage wiring and hanging pictures and light-weight shelving). Lessee shall at all times comply with NRS Chapter 108 in order to allow Lessor to properly record and effectuate notices of non-responsibility, including, without limitation, NRS 108.2403 and NRS 108.2407. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant (a) Borrower may, without Lender’s consent, perform alterations to the Property or the Improvements which (i) do not constitute a Material Alteration or (ii) are in the ordinary course of Borrower’s business and are not structural alterations, and do not materially adversely affect the value of the Property. Borrower shall have not perform any Material Alteration without Lender’s prior written consent which will not be unreasonably withheld. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for payment of the right cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) securities acceptable to Lender, or (iv) a completion bond. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time after at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Building(sMaterial Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and at its sole cost professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and expense have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Lender to make additionsfund such Material Alterations, alterations and changesif Borrower has provided non-cash security, structural or otherwise (any additionas provided above, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or except to the Premisesextent applied by Lender to fund such Material Alterations, provided no Event Lender shall release and return such security upon Borrower’s satisfaction of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlordrequirements of the preceding sentence. (b) No Alteration Borrower or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as its agents may not without Lender’s prior written consent make any material change to the same may be required use of the Property from time its status quo prior to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessaryexecution of this Agreement. (c) Any Substantial Alteration In connection with Property, Borrower shall not permit (other than alterations affecting i) the plumbingconduct of any business thereon except as set forth below, heating(provided that obtaining Cannabis permits pursuant to Article 1 of Chapter 40 of the Santa ▇▇▇ Municipal Code shall not be deemed to constitute “conduct of business”), electrical and other Building utilitiesor (ii) shall be conducted the conduct of any Cannabis Related Activities thereon, or (iii) the planting, cultivation, growing, harvesting, processing, packing, packaging, marketing or sale of any crops or agricultural products thereon or in connection therewith (including, without limitation, any Cannabis) which are subject to any restriction or prohibition under the supervision of an architect any Legal Requirements whether now or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) hereafter enacted and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements force. Notwithstanding the foregoing prohibition on the conduct of any Governmental Authoritybusiness set forth above, Borrower may conduct any business which is consistent with the historical use of the particular property which is reasonably acceptable to Lender and provided that appropriate insurance and any applicable licenses are obtained and maintained.

Alterations. Tenant Subtenant shall have not make or cause, or suffer or permit the right from time making of, any Alteration to time after the completion Subleased Premises without obtaining the prior written consent of Sublandlord and Prime Landlord thereto in each instance. Sublandlord consents to the Subtenant’s removal of the Building(s) carpeting within the Subleased Premises and at Sublandlord shall not unreasonably withhold, delay, or condition its sole cost and expense consent to make additionsany other Alterations, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up provided that with respect to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as removal of the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” carpet and any additionother Alterations, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Prime Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except first consents thereto in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in terms of the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord Prime Lease which consent as to the funds available to Tenant to complete such Substantial Alteration. (d) removal of the carpet shall be set forth in the Consent. Any Alterations or Substantial Alterations permitted changes shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and only in compliance in with the Prime Lease. Prior to the expiration of the Sublease Term, Subtenant shall restore the Subleased Premises to the condition existing as of the Sublease Commencement Date; provided that Subtenant shall not be required to remove any Alterations made by Subtenant unless Prime Landlord or Sublandlord notifies Subtenant of such requirement at the time Prime Landlord and Sublandlord approve such Alterations. Notwithstanding anything herein to the contrary, to the extent that any Alteration made by Subtenant constitutes a Required Removable under the Prime Lease, Subtenant must remove such Alteration prior to the expiration of the Sublease Term and Knightscope, Inc.-305 N Mathilda-CS3 Prime Landlord and Sublandlord shall notify of such obligation at the time each approves such Alterations. Notwithstanding anything herein to the contrary, to the extent that any Alteration made by Subtenant constitutes a Mandatory Removable under the Prime Lease, Subtenant must remove such Alteration prior to the expiration of the Sublease Term. In the event that Subtenant fails to restore the Subleased Premises as required by the immediately preceding sentences, Sublandlord may perform such restoration and all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements costs incurred by Sublandlord shall be reimbursed to Sublandlord by Subtenant, as additional rent, not later than ten (10) business days after ▇▇▇▇▇▇▇▇▇▇▇’s written demand therefor. The provisions of any Governmental Authoritythis Section shall survive the Sublease Expiration Date or earlier termination of this Sublease.

Alterations. Tenant Borrower shall obtain Lender's prior written consent, which consent shall not be unreasonably withheld or delayed, to any alterations to the Improvements that may have a material adverse effect on Borrower's financial condition, the right use, operation or value of the Property or the net operating income with respect to the Property, other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof or approved by Lender after the date hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof for which the approval of Lender is not required, or Lender's approval is deemed given, and such improvement does not adversely affect 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, or (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 this Security Instrument. Any approval by Lender of the plans, specifications, or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or other person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations to the Improvements (other than such tenant improvement amounts set forth under the Leases which have been approved by Lender or other amounts for tenant improvements contained in a Lease not requiring approval or deemed approved if there is submitted to Lender for approval the terms and provisions of the Lease pertaining to such tenant improvement) shall at any time exceed Seven Million and 00/100 Dollars ($7,000,000.00) (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: (i) cash, (ii) U.S. Treasury securities, (iii) other securities having a rating acceptable to Lender or that 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 in connection with any Securitization (as defined herein) or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, (iv) a completion bond and performance bond or (v) a Letter of Credit (hereinafter defined). Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount (the "EXCESS AMOUNT") and shall be reduced from time to time after upon Borrower's request as the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years Excess Amount decreases as determined in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost reasonable discretion of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to LandlordLender. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have agrees that in the right from time event it performs any work whatsoever in the Demised Premises, same will be done in accordance with all rules and regulations of the appropriate municipal departments of the City of New York having jurisdiction thereof and Tenant will obtain and submit to time Landlord, prior to commencement of any such work, any and all permits and approvals required and, after the completion of the Building(s) said work, documentary evidence of all appropriate municipal and departmental approvals, all at its sole Tenant’s cost and expense expense. Landlord will cooperate with Tenant and sign all documents as may be reasonably required to carry out terms of this Article. Supplementing Article 3 of the Lease, if Tenant will make any alterations, additions, alterations and changes, structural changes or otherwise installations (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial AlterationTenant’s Improvements”) in or about the Demised Premises (but none will be made without Landlord’s prior written consent and no structural changes whatsoever are permitted), Tenant agrees to make the Premisessame at Tenant’s sole cost, provided no Event expense and risk, and Tenant hereby agrees that Tenant will comply with each and all of Default shall be continuing, subject, however, in all cases to the following: (aA) The plans and specifications for Tenant’s Improvements will be subject to the prior written approval of Landlord and of the holder of any mortgage affecting the Demised Premises. Tenant will submit two copies of said plans and specifications to Landlord for such approval, one of which may be retained by Landlord. No Substantial Alteration shall be commenced except after twenty work will begin until said plans and specifications have been approved as aforesaid. Landlord or the mortgagee will have sixty (2060) days prior written notice to Landlordapprove or disapprove of such plans and specifications. (bB) No Alteration or Substantial Alteration shall Tenant’s Improvements will be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, made with all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlorddispatch, in a first-class manner, with first- class materials and workmanship and in conformity and compliance with the application plans and specifications therefor. Only new materials, fixtures and equipment will be utilized for such permits and in connection with Tenant’s Improvements. Tenant’s Improvements will be performed in a safe and careful manner and without injury to any part of the Demised Premises or authorizations whenever such action is necessarythe building containing the same. Tenant will take all proper steps to prevent damage to or destruction of any part of the Demised Premises or the building containing same. (c) Any Substantial Alteration (other than alterations affecting the plumbingPrior to commencement of any work, heatingTenant will obtain all necessary permits, electrical licenses and other Building utilities) shall be conducted under the supervision approvals required by any municipal department having jurisdiction thereof and provide copies of an architect or engineer selected by Tenantsame to Landlord, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect will obtain workmen’s compensation insurance or engineer and reasonably approved in writing by Landlord, such approval not cause contractor to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationobtain same. (d) Any Alterations mechanic’s lien filed against the Premises, or Substantial Alterations the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be made discharged by Tenant within ten (10) days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Tenant will not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with reasonable dispatch (Unavoidable Delays excepted) and any Alteration or otherwise, if, in a good and workmanlike manner and Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any Governmental Authoritysuch interference or conflict. Tenant, upon demand of Landlord, will cause all contractors, mechanics, or laborers causing such interference or conflict to leave the Building immediately.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration After the commencement of the Interim Term, Lessee may, at its expense, make additions to and alterations of the Improvements and construct additional Improvements, provided that (i) the fair market value of the Premises shall not be lessened thereby, (ii) such work shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and expeditiously completed in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements and the requirements of all insurance policies required to be maintained by Lessee hereunder and (iii) no Improvements shall be demolished and no structural alterations shall be made to the Improvements which, after the Bond Date, shall be deemed to mean only that the Building shall not be demolished unless Lessee shall have first furnished Lessor with such surety bonds or other security acceptable to Lessor as shall be necessary to assure rebuilding of such Improvements (which, after the Bond Date, shall be deemed to mean only the Building) and unless Lessor’s prior consent shall have been obtained, which consent shall not be unreasonably withheld or delayed. All such additions and alterations shall be and remain part of the realty and the property of Lessor and shall be subject to this Lease. Lessee may place upon the Premises any Governmental Authorityinventory, trade fixtures, removable tenant improvements, machinery or equipment belonging to Lessee or third parties and may remove the same at any time during the term of this Lease. Lessee shall repair any damage to the Premises caused by such removal. Lessor covenants and agrees that it (1) will not give any consent or approval under the Easement and Atrium Agreement of even date herewith between Lessor and United States Steel Corporation and (2) will not amend, modify or terminate said Easement and Atrium Agreement without in either case first obtaining the prior approval of Lessee. (b) After the Bond Date, Lessor shall reasonably cooperate with Lessee (at no cost to Lessor) and sign any application to the governmental authority having jurisdiction necessary to permit Lessee to make any additions, alterations, substitutions and replacements as may be permitted by this Lease, provided that (i) Lessee shall certify to Lessor that such application is true and correct, (ii) Lessee shall indemnify Lessor against any cost, loss, damage, liability or expense (including reasonable attorneys’ fees and expenses) that Lessor may incur as a result thereof, and (iii) Lessor shall not be required to provide any affidavits of officers or employees of Lessor or legal opinions in connection therewith.

Alterations. Tenant Sublessee shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to not make additions, alterations and any changes, structural alterations, additions or otherwise improvements (any additioneach, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event demised premises without first obtaining the written consent of Default shall be continuing, subject, however, Underlying Landlord and Sublessor and otherwise in all cases accordance with Article 6 of the Underlying Lease and depositing with Sublessor a bond or other reasonable security satisfactory to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to LandlordSublessor, in the application amount of 110% of the aggregate cost of such Alteration, to insure the lien-free completion of such Alteration. Sublessor’s consent shall not be unreasonably withheld if the written consent of Underlying Landlord is first obtained; provided, that, it will not be unreasonable for Sublessor to condition its consent on Sublessee’s agreement to remove the subject Alteration prior to the Expiration Date. Simultaneously with the submission of documents to Underlying Landlord, Sublessee shall send copies of all such permits documents regarding alterations to Sublessor. To the extent Sublessee receives consent for an Alteration directly from Underlandlord, Sublessee shall deliver a copy of such consent to Sublessor. Sublessee shall pay all costs and expenses relating to any changes, alterations, additions or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical improvements and other Building utilities) shall cause same to be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except completed in accordance with detailed plans the terms, covenants, conditions, provisions and specifications agreements of the Underlying Lease. Sublessee hereby agrees to indemnify, defend and cost estimates prepared hold Sublessor harmless from and approved in writing against any and all loss, cost, damage, expense or liability (including, but not limited to, reasonable attorneys’ fees and disbursements) incurred by such architect or engineer and reasonably approved in writing by Landlord, such approval not Sublessor as a result of Sublessee’s failure to be unreasonably withheld, conditioned or delayedcomply with the provisions of this Paragraph 11. In addition Notwithstanding anything to the items mentioned contrary contained herein, Sublessor’s consent shall not be required for any purely cosmetic and/or decorative changes, including but limited to painting and carpeting; it being understood and agreed that the foregoing shall not vitiate the requirement for Sublessee to obtain Underlying Landlord’s consent to such Alterations (if Underlying Landlord’s consent would be required under the Underlying Lease) or negate the requirement to post the requisite security as set forth in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationfirst sentence of this Paragraph 11. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Borrower shall have the right from time to time after the completion of the Building(s) not, and at its sole cost and expense shall not permit Mortgage Borrower or Baltimore Owner to make additionsany alteration of any Improvement without obtaining Lender’s prior consent to such alterations, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but which consent shall not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Borrower’s or Mortgage Borrower’s or Baltimore Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations with respect to the items mentioned applicable Individual Property (a) are made in connection with 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 in accordance with the terms of this Agreement, (b) related solely to furniture, fixtures and equipment, (c) have been provided for in the preceding sentenceApproved Annual Budget, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations do not adversely affect any structural component of any Improvements on the applicable Individual Property, any utility or Substantial Alterations HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property or (e) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have thirty (30) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such thirty (30) days, Lender’s approval shall be made deemed given. Should Lender fail to approve any such request, Lender shall give Borrower written notice setting forth in reasonable detail the basis for such disapproval. If the total unpaid amounts due and payable with reasonable dispatch respect to alterations to the Improvements at any Individual Property (Unavoidable Delays exceptedother than such amounts to be paid or reimbursed by tenants under the Leases or from the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) shall at any time exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property (the “Alteration 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 or a Letter of Credit, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the Rating Agencies have confirmed in writing will not, in and of itself, result in a good 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 workmanlike manner payment bond issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond 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 that, if required by Lender, the Rating Agencies have confirmed in compliance writing will not, in all material respects 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 all any Securitization. Such security shall be, and shall be adjusted from time to time to be, in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable permits Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases or the Reserve Funds established and authorizations maintained pursuant to the Mortgage Loan Documents or the Loan Documents) over the Alteration Threshold Amount and buildings Lender may apply such security from time to time at the option of Lender to pay for such alterations. Notwithstanding the foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security, provided that (1) Mortgage Borrower is required to and zoning laws does deposit such security under the Mortgage Loan and (2) Lender receives evidence reasonably acceptable to Lender of the deposit of such security with all other Legal Requirements of any Governmental AuthorityMortgage Lender.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration Sublandlord shall be commenced except after twenty (20) days prior written notice to Landlordconstruct and complete the Subtenant Improvements set forth in Exhibit E attached hereto. (b) No Alteration or Substantial Alteration All other tenant improvement work shall be undertaken until Tenant at Subtenant’s sole cost and expense. Subtenant shall have procured not perform and/or make any alterations, additions, improvements or installations (collectively, the “Alterations”) of any kind or nature in or to the Premises without in each instance obtaining the prior written consent of Sublandlord, which consent shall not be unreasonably withheld (provided that Master Landlord has consented thereto) and paid forof Master Landlord. Notwithstanding the foregoing, so far as the same may consent of Sublandlord to such alterations shall not be required from as long as (i) such alterations will not make it more difficult for Sublandlord to perform any necessary repairs or otherwise use Sublandlord’s premises; and (ii) the Master Landlord has consented to such alterations, and has agreed in advance that the alterations do not need to be removed by Sublandlord at the expiration or earlier termination of this Sublease. Subtenant shall not be required to remove the Subtenant Improvements or any tenant improvements made to the Premises as of the date hereof, nor shall Subtenant be required to remove any Alterations made by Subtenant during the Term of this Sublease if, at the time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application consent for such permits Alteration is requested, Subtenant requests in writing, and Master Landlord and Sublandlord agree in writing, that such Alteration does not need to be removed at the expiration or authorizations whenever earlier termination of this Sublease. Sublandlord agrees not to unreasonably disapprove Subtenant’s request that any such action is necessaryAlteration need not be removed at the expiration or earlier termination of the Sublease, provided that Master Landlord has agreed in writing that neither Sublandlord nor Subtenant need remove such Alteration, and the non-removal of such Alteration will not result in material expense or inconvenience to Sublandlord in removing any other alterations to the Premises at the expiration or earlier termination of the Master Lease. (c) Any Substantial Alteration In accordance with Article I, Subtenant shall have the right to access and occupy the Premises for thirty (other than alterations affecting 30) days after the plumbingSubtenant Improvements have been Substantially Completed (commencing on the date on which the Subtenant Improvements are Substantially Completed) for the purpose of installing its furniture, heatingfixtures, electrical equipment and other Building utilitiescabling in the Premises, provided that such installation is subject to the terms of the Sublease (with the exception of the obligation to pay Fixed or Additional Rent), Master Landlord’s prior written approval as required thereunder and in a manner, upon terms and conditions and at times satisfactory to Master Landlord to the extent required under the Master Lease. Such early occupancy is conditioned upon the compliance by Subtenant’s contractors with all requirements imposed by the Master Lease on third party contractors, including without limitation the maintenance by Subtenant and its contractors and subcontractors of workers’ compensation, public liability and property damage insurance and broad form builders’ risk insurance in amounts, with companies and on forms that comply with the terms of the Master Lease, with certificates of such insurance being furnished to Sublandlord prior to proceeding with any such entry. Subtenant shall also cause its contractors and subcontractors to post surety bonds, if applicable under Article 6(a)(vi) of the First Amendment. The entry shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not deemed to be unreasonably withheld, conditioned or delayed. In addition to under all of the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord provisions of this Sublease except as to the funds available covenants to Tenant pay Fixed Rent, Operating Expenses and Taxes. Subtenant shall be responsible for any Master Landlord charges relating to such installation. Neither Sublandlord nor Master Landlord shall be liable in any way for any injury, loss or damage which may occur to any such work being performed by Subtenant, the same being solely at Subtenant’s risk, unless caused by the gross negligence or willful misconduct of Sublandlord. In no event shall the failure of Subtenant’s contractors to complete such Substantial Alterationany work in the Premises extend the Commencement Date. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Lender’s prior approval shall be required in connection with any alterations to the Property (a) (i) that could reasonably be expected to have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could materially adversely affect any structural component of any Improvements, any utility or HVAC system at the Property or the exterior of any building constituting a part of any Improvements, or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) or (b), may be granted or withheld in Lender’s sole discretion, unless such alterations constitute required PIP Work, in which case the same shall be subject to Lender’s approval in Lender’s reasonable discretion. Any alteration to the Property shall be done and completed by Borrower or Mortgage Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Property shall at any time exceed the Alteration Threshold, Borrower shall at Lender’s request, promptly deliver (or cause Mortgage Borrower to 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) Letters of Credit, (C) U.S. Obligations or (D) other securities constituting Permitted Investments, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases; provided that the applicable Leases shall be in full force and effect, and other than such amounts allocable to PIP Work with respect to which sufficient funds are held in the PIP Account) over the Alteration Threshold, and, at Lender’s option, Lender shall have the right to apply such security from time to time after the to pay for such alterations. Upon substantial completion of any alteration to the Building(sProperty requiring Lender’s consent hereunder, Borrower shall provide (or cause Mortgage Borrower to provide) evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and at its sole cost professionals who provided work, materials or services in connection with such alteration have been paid in full and expense have delivered unconditional releases of liens (except to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the extent the same manner as are being contested in accordance with the Base Rent is adjusted pursuant to Section 4.1 hereofterms of this Agreement), being called an “Alteration” and any addition(3) all material licenses and permits necessary for the use, alteration, or change involving an estimated cost operation and occupancy of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration Improvements (other than alterations affecting those which depend on the plumbingperformance of Tenant improvement work to be performed by Tenant) have been issued, heatingprovided that, electrical and other Building utilitiesif any such license or permit is temporary in nature, Borrower shall diligently pursue (or cause Mortgage Borrower to diligently pursue) procuring a permanent license or permit from the applicable Governmental Authority. Borrower shall not be conducted required to deliver to Lender the security described in this Section if Mortgage Borrower has delivered to Mortgage Lender security under the supervision comparable section of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial AlterationMortgage Loan Agreement. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to will not make additionsany alterations, alterations and changesrepairs, structural additions or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) improvements in or to the PremisesPremises (for purposes of this Article 12, provided no Event any of Default shall be continuingthe foregoing being referred to as the “Work”) or add, subjectdisturb or in any way change any plumbing, howeverwiring, in all cases to life/safety or mechanical systems, locks, or structural portions of the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days Building without the prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as consent of the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available character of the Work, the manner of doing the Work, and the contractor(s) doing the Work. Such consent shall not be unreasonably withheld or delayed, if such Work is required of Tenant or is the obligation of Tenant pursuant to this Lease Agreement. 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 complete furnish surety performance and/or payment bonds or other security for the payment of all costs incurred in connection with such Substantial Alteration. 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 shall upon completion of such Work, (di) Any Alterations or Substantial Alterations 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 (ii) pay to Landlord a construction supervision fee of five percent (5%) of the total cost of such Work, but in no event less than $500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and supervising such Work. All such Work shall be made with reasonable dispatch (Unavoidable Delays excepted) and done in a good and workmanlike manner using quality materials and in compliance in all material respects shall comply with all applicable permits governmental laws, ordinances, rules and authorizations regulations. Tenant agrees to indemnify and buildings hold Landlord free and zoning laws and with all other Legal Requirements harmless from any liability, loss, cost, damage or expense (including attorney’s fees) by reason of any Governmental Authorityof such Work. The provisions of Article 27 of this Lease Agreement shall apply to all Work performed under this Article 12.

Alterations. Tenant Pledgor shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a material adverse effect on Pledgor’s, Mezzanine A Borrower’s, Mezzanine B Borrower’s, Mezzanine C Borrower’s, Mezzanine D Borrower’s or Mortgage Borrower’s financial condition, the right value of the related Individual Property, the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral, the Mezzanine D Collateral or the 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 Pledgor’s, Mezzanine A Borrower’s, Mezzanine B Borrower’s, Mezzanine C Borrower’s, Mezzanine D Borrower’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral, the Mezzanine D Collateral or the 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 in accordance with the terms hereof, Mezzanine A Loan Agreement, Mezzanine B Loan Agreement, Mezzanine C Loan Agreement, Mezzanine D Loan Agreement and the Mortgage Loan Agreement, (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, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement, Mezzanine A Loan Agreement, Mezzanine B Loan Agreement, Mezzanine C Loan Agreement, Mezzanine D Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’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 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 in connection with any Securitization, or (D) a completion bond or letter of credit 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 that 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 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 applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to time after at the completion option of Lender to pay for such alterations or to terminate any of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in restore the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or related Individual Property to the Premisesextent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, provided no Event of Default Pledgor shall be continuing, subject, however, in all cases relieved of its obligation to deposit the following: security for certain alterations described above provided (aA) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice Mortgage Borrower is required to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time does deliver such security to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except Mortgage Lender in accordance with detailed plans the Mortgage Loan Documents, (B) Mezzanine A Borrower is required to and specifications does deliver such security to Mezzanine A Lender in accordance with the Mezzanine A Loan Documents, (C) Mezzanine B Borrower is required to and cost estimates prepared does deliver such security to Mezzanine B Lender in accordance with the Mezzanine B Loan Documents, (D) Mezzanine C Borrower is required to and approved does deliver such security to Mezzanine C Lender in writing by accordance with the Mezzanine C Loan Documents or (E) Mezzanine D Borrower is required to and does deliver such architect or engineer and reasonably approved security to Mezzanine D Lender in writing by Landlordaccordance with the Mezzanine D Loan Documents, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements any case Lender received evidence acceptable to Lender of any Governmental Authoritythe delivery of such security.

Alterations. Tenant (a) Borrower shall have the right from time obtain Lender’s prior written consent to time after the completion of the Building(s) and at its sole cost and expense any Alterations to make additionsany Improvements (each, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and collectively, “Alterations”), which consent shall not be unreasonably withheld or delayed except with respect to Alterations that would reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any additionAlterations that (i) will not have a Material Adverse Effect and the cost of any individual Alteration project does not exceed $75,000,000 (the “Threshold Amount”), alteration(ii) any Alterations set forth on Schedule 5.1.21 hereto (the “Pre-Approved Alterations”), (iii) Replacements if there are sufficient reserves on deposit in the Replacement Reserve Fund to pay for such obligations, (iv) that are Required Repairs, (v) to address any life safety issues to avoid imminent danger to the health or safety of Persons at the Property or the Property, (vi) are required to comply with Legal Requirements which will not have a Material Adverse Effect and are not subject to contracts with an aggregate remaining cost in excess of the Threshold Amount, or change involving an estimated cost (vii) Alterations performed in connection with the Restoration of more than $750,000 being hereinafter called the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. Lender shall grant or deny any consent required under this Section 5.1.21 within ten Business Days after the receipt of the applicable request and all documents reasonably necessary in connection therewith. In the event that Lender fails to respond within such ten Business Day period and such request was marked in bold lettering with the following language: “Substantial AlterationLENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the such notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, and Borrower has submitted a second request for consent after such ten (10) Business Day period accompanied by all documents reasonably necessary in or connection therewith, which such second notice shall have been marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the event that Lender shall fail to respond to such second notice within the ten (10) Business Day period, such failure to respond shall be deemed to be the consent and approval of Lender to the Premisesrequested item, provided, that Lender requesting additional and/or clarified information, in addition to approving or denying any request (in whole or in part), shall be deemed a response by Lender for purposes of the foregoing. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property, in the aggregate, shall at any time exceed the Threshold Amount (excluding (a) such amounts to be paid or reimbursed by Tenants under the Leases, (b) such amounts for Replacements which are reserved and are permitted to be paid or reimbursed from the Replacement Reserve Fund in accordance with the terms hereunder, (c) any amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 0 hereof and (d) costs incurred in connection with a Restoration of the Property in accordance with the terms hereunder), Borrower shall promptly deliver to Lender (or cause CPLV Tenant to deliver) such excess amount as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (each, an “Alteration Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that, at Lender’s option, the Approved Rating Agencies have provided a Rating Agency Confirmation with respect to or (D) a Letter of Credit, provided that any such Alteration Deposit made by CPLV Tenant in cash shall be made into (i) an account of Lender or (ii) if the funds are being deposited by CPLV Tenant in an account in the name of CPLV Tenant held by an Eligible Institution subject to a security interest in favor of Borrower and assigned to Lender and subject to the control of Lender pursuant to a deposit or securities account control agreement in form and substance reasonably satisfactory to Lender, and such security shall be subject to the terms and conditions of the CPLV Lease SNDA. Subject to Section 0 below and the CPLV Lease SNDA, during the continuance of an Event of Default (other than a CPLV Lease Default so long as Borrower is proceeding to cure subject to the terms and within the time periods set forth in Section 8.3 hereof), unless the amounts are being contested by CPLV Tenant pursuant to contest in good faith and in CPLV Tenant’s prudent business judgment, if amounts are not otherwise paid by CPLV Tenant or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant or Borrower, Lender may apply such security from time to time at the option of Lender to pay for such Alterations. In the event any Alteration constitutes Material Capital Improvements (as defined in the CPLV Lease), Lender shall have the right, at Borrower’s or CPLV Tenant’s cost and expense, to engage an engineer or other construction consultant to conduct inspections during the construction of any such Material Capital Improvements. (b) Each such Alterations Deposit shall be disbursed from time to time by Lender to Borrower or if directed by Borrower, to CPLV Tenant for completion of the Alterations at the Property upon the satisfaction of the following conditions: (i) Borrower shall (or shall cause CPLV Tenant to) submit a request for payment to Lender at least 10 days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, subject, however, and (iii) such request shall be accompanied by (x) an Officer’s Certificate (or a certification from CPLV Tenant) stating that the applicable portion of the Alterations to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance in all cases material respects with all applicable Legal Requirements, (y)(A) if requested by Lender, copies of paid invoices or copies of invoices to be paid, as applicable, for each contractor that supplied -91- materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement if such disbursement to the following: applicable contractor is in excess of $250,000 and (aB) No Substantial Alteration if requested by Lender, proofs of payment for each contractor that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement if such disbursement to the applicable contractor is in excess of $25,000 and (z) copies of any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, and (iv) lien waivers (which may be conditioned upon receipt of payment) from any contractors, subcontractors, materialmen, mechanics or other parties providing labor or materials under contracts or work orders in excess of $250,000. Each Alterations Deposit shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration held by Lender in an account and, until disbursed in accordance with the provisions of this Section 5.1.21, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon completion of the Alterations in accordance with the terms hereunder and payment of all costs and expenses in connection therewith for which such Alterations Deposit was made, any remaining portion of the Alterations Deposit shall be undertaken until Tenant shall have procured and paid forreturned to Borrower or CPLV Tenant, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessaryapplicable. (c) Any Substantial Alteration The Borrower shall have the right to permit CPLV Tenant to construct a tower of hotel rooms, with related amenities, on the portion of the Property as set forth on Exhibit B (other than alterations affecting the plumbing“New Hotel Tower”), heatingsubject to the satisfaction of the following conditions: (i) if Borrower is constructing the New Hotel Tower, electrical no Event of Default has occurred and other Building utilitiesis continuing; (ii) there is no Uncured CPLV Lease Event of Default at the initial commencement of such New Hotel Tower; (iii) the New Hotel Tower and the construction thereof will comply in all material respects with all Legal Requirements, including zoning and gaming requirements; (iv) Lender shall be conducted under the supervision of an architect have received from Borrower or engineer selected by CPLV Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord (A) evidence reasonably satisfactory to Landlord Lender that the New Hotel Tower has been legally subdivided from the remainder of the Property (provided, that the New Hotel Tower shall be treated as a part of the Property for all purposes hereunder), and (B) an amendment to the funds available Mortgage and endorsements to the Lender’s Title Insurance Policy with respect to such subdivision, new tax lot and that the Mortgage shall continue to insure that the Lender has a first priority security interest in the Property (subject only to Permitted Encumbrances), including the real property upon which the New Hotel Tower is being constructed; (v) prior to the construction of the New Hotel Tower, Lender shall have received from Borrower or CPLV Tenant, (A) copies of all plans and specifications for the New Hotel Tower and if requested, copies of all contracts that have been entered into with contractors and other suppliers of work or materials for the New Hotel Tower, that are then in existence and (B) any documents required to collaterally assign such plans and specifications, contracts, and all permits, licenses and approvals required or obtained in connection with the construction to Borrower, as landlord and Lender; (vi) the New Hotel Tower shall be constructed in all material respects the same aesthetic and standard as the other portions of the Property, such that the Property continues to operate as an integrated hotel and resort facility in substantially the same manner and at the same standard, as the Property currently functions and operates, (vii) prior to commencement of the construction work for the New Hotel Tower or any phase thereof, Lender shall have received from Borrower or CPLV Tenant, (a) a budget for such phase of construction, (b) the plans and specifications for such phase (if not delivered under clause (v) above and any modifications to the plans and specifications delivered to Lender pursuant to clause (v) above, (c) copies of all contracts executed by CPLV Tenant to complete (or Borrower) or otherwise in the possession of CPLV Tenant, with a guaranteed maximum price for all hard costs for such Substantial Alteration. phase, (d) Any Alterations certification from an officer of CPLV Tenant that states (x) all materials installed and work and labor performed from any prior phase of construction of the New Hotel Tower have been paid for in full (other than customary hold-back amounts in accordance with the terms of the construction contract and certain amounts that are being contested in good faith in accordance with the terms of the Loan Documents), (y) there exist no notices of pendency, stop orders, mechanic’s or Substantial Alterations shall be made with materialman’s liens or any other Liens or encumbrances on the Property (other than Permitted Encumbrance or any ordinary course customary notice of right or notices of commencement or similar notices which do not otherwise create a lien or encumbrance on the Property) which have not either been fully bonded to the reasonable dispatch satisfaction of Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Lender by the title company issuing the Title Insurance Policy, and (Unavoidable Delays exceptedz) and all work for any prior phase has been performed in a good and workmanlike manner and in accordance with all applicable building codes, rules and regulations in all material respects, (e) an “in balance” certification, in the form attached hereto as Exhibit G, attached hereto or in such other form and substance reasonably satisfactory to Lender that demonstrates that CPLV Tenant has liquidity, in the form of cash, cash equivalents and/or proceeds from available unfunded loan commitments (including through distributions and contributions to be made to CPLV Tenant in accordance with its organizational documents from CEC and/or any other Affiliates of CPLV Tenant, including any such Affiliates that may be a borrower or restricted subsidiary under the CPLV Tenant Loan or other corporate credit facility), in an amount sufficient to pay for all hard and soft construction costs for such phase of construction of the New Hotel Tower and (f) certification from an officer of CPLV Tenant that all conditions required for CPLV Tenant or CEOC to receive the amount required under the CPLV Tenant Loan or other corporate credit facility to comply with clause (e) of this subsection have been or shall be satisfied prior to each such disbursement or advance thereunder; (viii) upon commencement of any construction work on the New Hotel Tower, CPLV Tenant will proceed with construction in a diligent manner to complete all construction activities as soon as reasonably practicable, in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements and in a manner which does not adversely affect the remaining Property, including any operations thereon or any Tenants and guests to the Property (other than de minimis effects of construction, which may include reasonable noise, dust, modified ingress and egress, so long as Tenant shall minimize all such effects to the extent practicable and shall reasonably cooperate with Borrower and Lender to minimize any Governmental Authority.adverse effects on the Property and its Tenants and guests during the construction; (ix) the construction and operation of the New Hotel Tower by CPLV Tenant shall be in accordance with the CPLV Lease and the terms hereunder, including, Section 6.1 hereof; (x) Borrower shall, or shall cause CPLV Tenant to, deliver to Lender, a reaffirmation from CPLV Lease Guarantor with respect to its guaranty of the obligations of CPLV Tenant with respect to the New Hotel Tower, including the lien free completion of the New Hotel Tower and the payment of all costs and expenses in incurred in such construction, as set forth in the CPLV Lease Guaranty; (xi) upon completion of the New Hotel Tower, the New Hotel Tower will be considered a “Leased Improvement” for all purposes under the CPLV Lease (except as set forth in Section 5.1.8 and except that CPLV Tenant shall be entitled to the depreciation of such New Hotel Tower for accounting purposes and shall be treated as Tenant’s Property for purposes of the definition of Fair Market Value) and shall be subject to the lien of the Mortgage and Borrower shall deliver to Lender, (A) if required by Lender, an amendment to the Mortgage, in form and substance reasonably acceptable to Lender, to include the New Hotel Tower as part of the Property and (B) an endorsement to the Title Insurance Policy (to the extent reasonably available in the applicable State) insuring the Mortgage or an updated Title Insurance Policy or similar coverage where such endorsement is not available, which endorsement or updated Title Insurance Policy insures the rights and benefits of such New Hotel Tower; (xii) Borrower or CPLV Tenant shall deliver to Lender, an amendment to the Management Agreement (or Replacement Management Agreement, if applicable), in form and substance reasonably acceptable to Lender, that provides that the New Hotel Tower will be managed by Manager (or Qualified Replacement Manager) under the Management Agreement (or Replacement Management Agreement, if applicable) in a manner and at a standard, consistent, in all material respects, with the Property, as currently operated; (xiii) during construction of the New Hotel Tower, Lender will have the right to engage construction consultants, at the cost and expense of Borrower or CPLV Tenant, to conduct inspections during the construction of such New Hotel Tower, which inspections shall be conducted during normal busines

Alterations. Tenant Lender's prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved by Lender or under any Lease for which approval was not required by Lender under this Agreement) (a) that may have a material adverse effect on Borrower's financial condition, the value of the Property or the ongoing revenues and expenses of the Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in Lender's sole discretion unless the Alteration is required by Legal Requirements. If Borrower requests approval from Lender for any alterations to any Improvements Lender shall use good faith efforts to respond within thirty (30) days after Lender's receipt of Borrower's written request for such approval or consent together with all materials necessary for Lender to determine whether or not to approve such alteration. If Lender fails to respond to such request within thirty (30) days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the alterations for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such ten (10) Business Day period. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) Letters of Credit (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the right form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold and may be reduced from time to time after at the completion request of Borrower to the cost estimated by Borrower and reasonably approved by Lender to complete the alteration for which such additional security was required. Notwithstanding the foregoing, Lender's prior approval shall not be required in connection with the demolition of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the PremisesFirestone Building, provided no Event of Default shall be continuing, subject, however, in all cases to the following: that (a) No Substantial Alteration the JC Penney Lease shall remain in full force and effect and be amended to delete the Firestone Building from the premises demised thereunder, (b) the demolition shall be commenced except completed in compliance with all Legal Requirements and all other Leases, (c) the demolition shall be completed in a manner not to materially adversely affect the balance of the Property, (d) the Underwritable Cash Flow for the Property after twenty taking into account the demolition of the Firestone Building shall not be less than $12,000,000.00 and (20e) Lender shall have received an updated appraisal of the Property dated no more than sixty (60) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in proposed demolition by an appraiser acceptable to Lender, indicating an appraised value of the preceding sentenceProperty after the demolition, Tenant shall also provide equal to Landlord evidence reasonably satisfactory to Landlord as to or greater than one hundred percent (100%) of the funds available to Tenant to complete such Substantial Alterationoutstanding principal balance of the Loan. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have the right from time to time after the completion 9.1. The original improvement of the Building(s) and at its sole cost and expense Premises shall be accomplished in accordance with Exhibit B. Landlord is under no obligation to make additions, alterations and changes, any structural or otherwise other alterations, additions or improvements (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”collectively "Alterations") in or to the PremisesPremises except as set forth in Exhibit B or otherwise expressly provided in this Lease. 9.2. Except as provided below, provided no Event of Default Tenant shall be continuing, subject, however, not make or permit anyone for whom Tenant is responsible to make any Alterations in all cases or to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days Premises or the Building without Landlord's prior written notice to Landlord. consent. If a proposed Alteration does not affect the structure of the Building or modify the base-building mechanical, electrical or plumbing systems, then, if the cost thereof is less than $50,000 (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlordprovided such cost, in the application for such permits aggregate with the cost of other Alterations made without Landlord's consent during the preceding twelve (12) month period, does not exceed $150,000), Landlord's consent thereto shall not be required. If an Alteration will affect the structure of the Building or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting modify the plumbing, heatingbase-building mechanical, electrical and or plumbing systems or if the cost thereof is $50,000 or more (or would, in the aggregate with the cost of other Building utilitiesAlterations made without Landlord's consent during the preceding twelve (12) month period, exceed $150,000), Landlord's consent thereto shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Any Alteration made by Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. be made: (da) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner by an experienced, reputable contractor; and (b) in compliance in all material respects accordance with all applicable permits legal requirements and authorizations and buildings and zoning laws and with all other Legal Requirements requirements of any Governmental Authorityinsurance company insuring the Building. If any mechanic's or materialman's lien is filed in connection with any Alteration, then such lien shall be discharged by Tenant at Tenant's expense within thirty (30) days after Tenant receives notice thereof by the payment thereof or the filing of a bond. If Tenant shall fail to discharge any such mechanic's or materialman's lien, Landlord may, at its option, discharge such lien and treat the cost thereof (including reasonable attorneys' fees incurred in connection therewith) as additional rent payable with the next monthly installment of Base Rent falling due at least fifteen (15) days following Landlord's submission of a bill to Tenant. If Landlord gives its consent to the making of any A▇▇▇▇ation, then such consent shall not be deemed to constitute Landlord's consent to subject its interest in the Premises, the Building or the Land to any mechanic's or materialman's lien which may be filed in connection therewith. 9.3. Upon the expiration or sooner termination of the Lease Term, Tenant may, at its election, either remove or leave in place any Alterations, fixtures, telephone or computer wiring, auxiliary HVAC equipment, raised computer flooring, kitchen equipment, built-in furnishings, and other special installations or equipment installed in the Premises by Landlord (excluding Landlord's Work, as described in Exhibit B) or Tenant. In the event Tenant elects to leave any such items in place, then (i) if any of such items, at the time of their initial installation, violated (or were installed in a manner that caused them to violate) any code requirements in force at the time of such initial installation, Tenant shall correct such violation upon Tenant's vacating of the Premises, and (ii) if any of such items render any base-building system nonoperational or render any portion of the Premises unusable or inaccessible (e.g., an automatic locking system), Tenant shall correct such condition upon Tenant's vacating of the Premises (and if such condition can be corrected only by the removal of the item in question, then Tenant shall not have the option of leaving such item in place). In the event Tenant elects to remove any items, Tenant shall repair any structural damage to the Premises or any breach of applicable laws or codes caused by such removal, but shall not be required to restore any nonstructural elements such as partitions, carpets, ceiling tiles, and the like. Landlord shall have the right to repair at Tenant's expense all structural damage and injury to the Premises or the Building caused by such removal or to require Tenant to do the same. Tenant shall also have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment installed in the Premises. If any such furniture, furnishing or equipment is not removed by Tenant within fifteen (15) days following the expiration or earlier termination of the Lease Term, then the same shall become Landlord's property and shall be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right to remove from the Premises at Tenant's expense such furniture, furnishing or equipment, and Tenant shall reimburse Landlord for the cost of such removal within thirty (30) days after receipt of written demand therefor.

Alterations. Tenant Lender's prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved by Lender or under any Lease for which approval was not required by Lender under this Agreement) (a) that may have a material adverse effect on Borrower's financial condition, the value of the Property or the ongoing revenues and expenses of the Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in Lender's sole discretion unless the Alteration is required by Legal Requirements. If Borrower requests approval from Lender for any alterations to any Improvements Lender shall use good faith efforts to respond within thirty (30) days after Lender's receipt of Borrower's written request for such approval or consent together with all materials necessary for Lender to determine whether or not to approve such alteration. If Lender fails to respond to such request within thirty (30) days, and Borrower sends a second request containing a legend in bold letters stating that Lender's failure to respond within ten (10) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the alterations for which Lender's consent or approval was sought if Lender fails to respond to such second written request before the expiration of such ten (10) Business Day period. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) Letters of Credit (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the right form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold and may be reduced from time to time after at the completion request of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or Borrower to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected cost estimated by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer Borrower and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant Lender to complete the alteration for which such Substantial Alterationadditional security was required. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Pledgor shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a material adverse effect on Pledgor’s, Mezzanine A Borrower’s, Mezzanine B Borrower’s, Mezzanine C Borrower’s or Mortgage Borrower’s financial condition, the right value of the related Individual Property, the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral or the 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 Pledgor’s, Mezzanine A Borrower’s, Mezzanine B Borrower’s, Mezzanine C Borrower’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral or the 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 in accordance with the terms hereof, Mezzanine A Loan Agreement, Mezzanine B Loan Agreement, Mezzanine C Loan Agreement and the Mortgage Loan Agreement, (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, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement, Mezzanine A Loan Agreement, Mezzanine B Loan Agreement, Mezzanine C Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’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 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 in connection with any Securitization, or (D) a completion bond or letter of credit 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 that 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 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 applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to time after at the completion option of Lender to pay for such alterations or to terminate any of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in restore the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or related Individual Property to the Premisesextent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, provided no Event of Default Pledgor shall be continuing, subject, however, in all cases relieved of its obligation to deposit the following: security for certain alterations described above provided (aA) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice Mortgage Borrower is required to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time does deliver such security to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except Mortgage Lender in accordance with detailed plans the Mortgage Loan Documents, (B) Mezzanine A Borrower is required to and specifications does deliver such security to Mezzanine B Lender in accordance with the Mezzanine A Loan Documents, (C) Mezzanine B Borrower is required to and cost estimates prepared does deliver such security to Mezzanine B Lender in accordance with the Mezzanine B Loan Documents or (D) Mezzanine C Borrower is required to and approved does deliver such security to Mezzanine C Lender in writing by such architect or engineer and reasonably approved in writing by Landlordaccordance with the Mezzanine C Loan Documents, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements either case Lender received evidence acceptable to Lender of any Governmental Authoritythe delivery of such security.

Alterations. Tenant shall have Borrower may, without Lender’s consent, perform alterations to the right from time to time after Improvements and Equipment and the completion Worldwide Plaza Amenities which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of the Building(sProperty or the Worldwide Plaza Amenities and (iii) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years are in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and ordinary course of Borrower’s business. Borrower shall not perform any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Material Alteration shall be commenced except after twenty (20) days without Lender’s prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid forconsent, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Lender may, as a condition to giving its consent to a Material Alteration, the items mentioned in cost of which exceeds the preceding sentenceThreshold Amount, Tenant require that Borrower deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (a) cash, (b) a Letter of Credit, (c) U.S. Obligations, (d) other securities acceptable to Lender, provided that Lender shall also provide to Landlord evidence reasonably satisfactory to Landlord have received a Rating Agency Confirmation as to the funds available to Tenant to complete such Substantial Alteration. form and issuer of same, or (de) Any Alterations or Substantial Alterations a completion bond. Such security shall be made in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with reasonable dispatch respect to such alterations to the Improvements (Unavoidable Delays exceptedother than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount. If Borrower shall request that Lender apply any such security that is not cash to pay for such alterations, Lender may but shall not be obligated to do so; provided that Lender shall disburse any such cash to Borrower from time to time (but not more frequently than once in any month), but only for so long as no Event of Default shall have occurred and be continuing, as the Material Alteration progresses upon receipt by Lender of (x) an Officer’s Certificate dated not more than ten (10) Business Days prior to the application for such payment, (i) requesting such payment or reimbursement and describing the Material Alteration performed that is the subject of such request and the actual cost thereof, (ii) certifying that the applicable portion of the alterations to be funded by the requested disbursement have been completed in a good and workmanlike manner and in compliance in all material respects accordance with all applicable Legal Requirements, (iii) certifying that such Material Alteration and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other than Permitted Encumbrances, (iv) identifying each contractor that supplied materials or labor in connection with the applicable portion of the alterations to be funded by the requested disbursement (v) certifying that each such contractor has been paid in full upon such disbursement and (vi) attaching copies of all applicable lien waivers, and (y) any other evidence of payment reasonably required by Lender to confirm that all materials installed and work and labor previously performed in connection with such Material Alteration have been paid for in full or evidence that such amounts will be paid for in full by such disbursement. Upon substantial completion of any Material Alteration, Borrower shall provide evidence reasonably satisfactory to Lender that (A) the Material Alteration was constructed in a good and workmanlike manner and in accordance with applicable Legal Requirements, (B) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (C) all material licenses and permits necessary for the use, operation and authorizations occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. At any time after substantial completion of any Material Alteration in respect of which security is deposited pursuant hereto, the whole balance of any cash security so deposited by Borrower with Lender and buildings then remaining on deposit (together with earnings thereon), as well as all retainages, shall be paid by Lender to Borrower, and zoning laws any other security so deposited or delivered, except to the extent the same was applied by Lender to fund such Material Alterations in accordance with this Section 4.12.2, shall be released to Borrower (together with a written authorization from Lender to cancel any Letter of Credit), within ten (10) days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (1)) by an independent architect, setting forth in substance as follows: (1) that the Material Alteration in respect of which such security was deposited has been substantially completed in a good and workmanlike manner and in accordance with all other applicable Legal Requirements Requirements, that all material licenses and permits necessary for the use, operation and occupancy of any the Material Alteration have been issued and/or received with respect to such Material Alteration by the relevant Governmental AuthorityAuthority(ies), and whether a temporary certificate of occupancy is required in connection with such Material Alteration; (2) all amounts which Borrower is or may become liable to pay in respect of such Material Alteration through the date of the certification have been paid in full and that lien waivers have been obtained from the general contractor and major subcontractors performing such Material Alterations; and (3) attaching copies of all lien waivers (to the extent not previously delivered), material licenses and permits including, if applicable, a temporary certificate of occupancy.

Alterations. Tenant shall have You agree that you will not make any alterations, additions or improvements to the right from time Premises (including, without limitation, the roof and exterior or dividing wall penetrations except ass approved) without the prior written consent of Landlord, which consent will not be unreasonably withheld or delayed. If Landlord consents to time after any alterations, additions or improvements proposed by you, you will construct the completion same in accordance with all governmental laws, ordinances, rules and regulations and all requirements of any applicable insurance policies and only in accordance with plans and specifications approved by Landlord. You may, without the Building(s) and consent of Landlord, but at its sole your own cost and expense to make additionsand in good workmanlike manner erect such shelves, alterations bins, machinery and changesother trade fixtures as you may deem advisable, structural without altering the basic character of the Building and without overloading the floor or otherwise (any additiondamaging the Building, alteration or change involving an estimated cost up to but not exceeding $750,000and in each case after complying with all applicable governmental laws, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereofordinances, being called an “Alteration” regulations and any additionother requirements, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subjectprovided, however, in all cases to the following: installation of a boiler, crane or heavy machinery (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, even if a room for such item is designated in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbingConstruction Drawings, heating, electrical and other Building utilities) shall which designation will not be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not deemed to be unreasonably withheld, conditioned or delayed. In consent) will require separate Landlord consent as though it were an addition to the items mentioned in the preceding sentencePremises . All shelves, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as bins, machinery and trade fixtures installed by you may be removed by you prior to the funds available termination of this Lease if you so elect, and will be removed by the date of termination of this Lease or upon earlier vacating of the Premises if required by Landlord and upon any such removal you agree to Tenant repair any damage to complete the Premises caused by such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall removal. All such removals and restoration will be made with reasonable dispatch (Unavoidable Delays excepted) and accomplished in a good and workmanlike manner so as not to damage the primary structure or structural quality of the Building. The parties agree and in compliance in all material respects with all applicable permits acknowledge that you intend to submit to Landlord for review and authorizations written approval construction documents including detailed plans and buildings specifications for intended improvements to the Building to be paid for by you (the “Renovation Plan”) (See Section 24.1 of this Lease for required Tenant’s Work). Landlord will timely review the Renovation Plan and zoning laws and with all other Legal Requirements will not unreasonably withhold delay or condition Landlord’s consent to the Renovation Plan. If Landlord fails to respond to a request for approval for the Renovation Plan within sixty days of any Governmental Authorityconfirmed receipt, then Landlord will be deemed to have approved the Renovation Plan.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to not make additions, alterations and changes, structural any changes or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) additions in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days Demised Premises without Landlord's prior written notice approval. Tenant shall, when requesting any such approval, supply Landlord with such plans and details for any proposed additions or alterations as Landlord may reasonably require. Without limiting the generality of the foregoing: (i) if Tenant proposes to carpet or re-carpet all or part of the Demised Premises and Landlord approves, then Tenant shall consult with Landlord concerning the type, color and method of affixing such carpeting, all of which must be satisfactory to Landlord. ; and (bii) No Alteration if Tenant proposes to paint or Substantial Alteration shall be undertaken until re-paint the Demised Premises and Landlord approves, then Tenant shall have procured consult with Landlord concerning the type and paid for, so far as the same may be required from time to timecolor of paint and method of painting, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense of which must be satisfactory to Landlord, in . Also without limiting the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting generality of any of the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentenceforegoing, Tenant shall also provide to coordinate with Landlord evidence reasonably satisfactory to Landlord as to regarding, and obtain Landlord's approval regarding the funds available to method of, Tenant's installation of any telephone system, internet facilities or information technology infrastructure. Any work performed by Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and performed in a good and workmanlike manner manner, acceptable to Landlord. If Tenant has made any changes or additions in or to the Demised Premises then, upon expiration or termination of this Lease, Tenant shall, if and to the extent requested by Landlord, restore the Demised Premises to their condition existing prior to the alterations, subject to ordinary and reasonable wear and tear. If and to the extent Landlord does not request Tenant to so restore the demised Premises to their condition existing prior to the alterations, Tenant may do so at its option and remove any improvements or decorative items that it has placed in compliance the Demised Premises, but if it fails to do so, said improvements or decorative items shall become Landlord's property. Notwithstanding anything contained herein to the contrary, any personal property belonging to Tenant left in or near the Demised Premises after this Lease terminates or after Tenant vacates the Demised Premises shall at Landlord's option be deemed abandoned by Tenant, and Landlord may at its option dispose of such personal property without notice to Tenant and without obligation to account therefor. In such event, Tenant shall pay Landlord for all material respects expenses incurred in connection with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements disposing of any Governmental Authoritysuch property.

Alterations. Tenant Subtenant shall have not make or cause, or suffer or permit the right from time making of, any Alteration to time after the completion Subleased Premises without obtaining the prior written consent of Sublandlord and Prime Landlord thereto in each instance. Sublandlord consents to the Subtenant’s removal of the Building(s) carpeting within the Subleased Premises and at Sublandlord shall not unreasonably withhold, delay, or condition its sole cost and expense consent to make additionsany other Alterations, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up provided that with respect to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as removal of the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” carpet and any additionother Alterations, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Prime Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except first consents thereto in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in terms of the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord Prime Lease which consent as to the funds available to Tenant to complete such Substantial Alteration. (d) removal of the carpet shall be set forth in the Consent. Any Alterations or Substantial Alterations permitted changes shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and only in compliance in with the Prime Lease. Prior to the expiration of the Sublease Term, Subtenant shall restore the Subleased Premises to the condition existing as of the Sublease Commencement Date; provided that Subtenant shall not be required to remove any Alterations made by Subtenant unless Prime Landlord or Sublandlord notifies Subtenant of such requirement at the time Prime Landlord and Sublandlord approve such Alterations. Notwithstanding anything herein to the contrary, to the extent that any Alteration made by Subtenant constitutes a Required Removable under the Prime Lease, Subtenant must remove such Alteration prior to the expiration of the Sublease Term and ​ ​ Prime Landlord and Sublandlord shall notify of such obligation at the time each approves such Alterations. Notwithstanding anything herein to the contrary, to the extent that any Alteration made by Subtenant constitutes a Mandatory Removable under the Prime Lease, Subtenant must remove such Alteration prior to the expiration of the Sublease Term. In the event that Subtenant fails to restore the Subleased Premises as required by the immediately preceding sentences, Sublandlord may perform such restoration and all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements costs incurred by Sublandlord shall be reimbursed to Sublandlord by Subtenant, as additional rent, not later than ten (10) business days after ▇▇▇▇▇▇▇▇▇▇▇’s written demand therefor. The provisions of any Governmental Authoritythis Section shall survive the Sublease Expiration Date or earlier termination of this Sublease.

Alterations. Tenant (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements (“Alterations”), including tenant improvements, which consent shall not be unreasonably withheld except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any (i) Required Repairs, (ii) Alterations performed pursuant to (A) the provisions of any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 hereof, and (B) any other Lease that is approved in writing by Lender, provided that, in each case, Lender shall have expressly approved the right from estimated cost and scope of such Alterations at the time Lender approved such Major Lease or other Lease, (iii) Preapproved Alterations, (iv) Alterations to time Improvements located wholly on an Outparcel or Partial Release Parcel pursuant to a Permitted Parcel Ground Lease (provided that the cost of such Alterations is borne solely by the applicable Tenant), and (v) Alterations that are not reasonably expected to result in an Individual Material Adverse Effect on the applicable Individual Property, provided that, in the case of Alterations pursuant to the foregoing subclause (v), such Alterations (1) are made in connection with tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date or pursuant to any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20, (2) do not adversely affect any structural component of any Improvements and the aggregate cost thereof does not exceed the Threshold Amount, or (3) are performed in connection with the Restoration of an Individual Property after the completion occurrence of a Casualty in accordance with the terms and provisions of this Agreement. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the Building(sapplicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and at its sole cost approval of Lender if (x) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and expense to make additions, alterations and changes, structural fourteen (14) point or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years larger font in the transmittal letter requesting approval and (y) Lender does not approve or reject with a reasonable explanation the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same manner as has been delivered. (b) If the Base Rent is adjusted pursuant total unpaid amounts due and payable with respect to Section 4.1 hereof, being called an “Alteration” Alterations at any Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases and any additionamounts to be paid in respect of Preapproved Alterations with respect to such Individual Property) shall at any time exceed the Threshold Amount, alterationBorrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having , a rating reasonably acceptable to Lender and in respect of which, at Lender’s option, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies or change involving (IV) a completion and performance bond or an estimated cost irrevocable letter of more credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than $750,000 being hereinafter called “A-1+” if the term of (1) Borrower shall submit a “Substantial Alteration”request for payment to Lender at least ten (10) in or days prior to the Premisesdate on which Borrower requests that such payment be made, provided which request for payment shall specify the Alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, subject, however, in all cases to the following: and (a3) No Substantial Alteration such request shall be commenced except after twenty accompanied by an Officer’s Certificate (20x) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as stating that the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in applicable portion of the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting Alterations at the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not applicable Individual Property to be unreasonably withheld, conditioned or delayed. In addition to funded by the items mentioned requested disbursement have been completed in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and authorizations (z) stating that each such contractor has been paid in full upon such disbursement. Each Alterations Deposit shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.1.21(b), shall constitute additional security for the Debt and buildings other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and zoning laws on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other Legal Requirements of approvals by any Governmental AuthorityAuthority required in connection with Alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid in full.

Alterations. Tenant Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the right from time to time after the completion value of the Building(s) and at its sole cost and expense to make additionsProperty or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations and changesthat will not have a material adverse effect on Borrower’s financial condition, structural the value of the Property or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the PremisesNet Operating Income, provided no Event of Default shall be continuing, subject, however, that such alterations are made in all cases to the following: connection with (a) No Substantial Alteration shall be commenced except tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, or any Lease executed after twenty the Closing Date (20to a Lessee that is not an Affiliate of Borrower) days prior written notice to Landlord. for which Lender’s approval was not required or was given, (b) No 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 in accordance with the terms and provisions of this Agreement, (d) any alteration which costs less than the Threshold Amount in the aggregate for all components thereof, or (e) any alteration which costs more than the Threshold Amount but less than $4,000,000 in the aggregate for all components thereof, provided Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or Substantial Alteration reimbursed by tenants under the Leases) shall at any time equal or exceed the Threshold Amount, Borrower, upon Lender’s request, 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 that 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 in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group 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 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 in connection with any Securitization. Such security shall be undertaken until Tenant shall have procured and 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 foror reimbursed by tenants under the Leases) over the Threshold Amount and, so far as the same if cash, may be required applied from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall joinat the option of Borrower, but without expense to Landlord, in the application pay for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting alterations. At the plumbingoption of Lender, heating, electrical following the occurrence and other Building utilities) shall be conducted under during the supervision continuance of an architect or engineer selected by TenantEvent of Default, Lender may terminate any of the alterations and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not use the deposit to be unreasonably withheld, conditioned or delayed. In addition restore the Property to the items mentioned in extent necessary to prevent any material adverse effect on the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to value of the funds available to Tenant to complete such Substantial AlterationProperty. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall not make any alterations, additions, decorations or other improvements to the Premises or install any fixtures or equipment thereto (collectively "Alterations"), without the Landlord's prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned. All Alterations to the Premises shall be performed at Tenant's sole cost and expense by Landlord or, at Landlord's option, by Tenant in accordance with drawings and specifications prepared at Tenant's sole cost and expense, which drawings and specifications shall be consistent with the standards applicable thereto set forth in Exhibit "D" attached hereto. So long as Tenant is not in default hereunder, Tenant shall have the right from time to time after with the completion consent of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned but not the obligation, to remove any of said Alterations which constitute trade fixtures during and at the expiration of the Term and any extension thereof, provided that Tenant repairs any damage caused by said removal. All of the Alterations remaining on the Premises after the date on which the Term ends, or delayedat such sooner termination date, shall become the property of Landlord. In addition to the items mentioned in the preceding sentencedoing any work of installation, removal, alteration or relocation, Tenant shall also provide not harm the Premises or the Building and shall repair all damage or injury that may occur to the Premises or the Building in connection with such work and shall otherwise comply with Exhibit "D" attached hereto. Tenant agrees in doing any such work in or about the Premises to engage only such labor as will not conflict with or cause strikes or other labor disturbances among the Building service employees. Any contractors employed by Tenant for such work shall comply with the requirements of Exhibit "D" annexed hereto and hereby made a part hereof and shall further be approved by Landlord in writing before the commencement of such work, but Landlord shall not unreasonably withhold its approval or consent. In all events all such contractors shall be required to employ only union labor in the performance of such work, carry worker's compensation insurance, public liability insurance and property damage insurance in amounts, form and content and with companies satisfactory to Landlord. Prior to the commencement by Tenant of any work as set forth in this subsection 7.D., Tenant must obtain, at its sole cost and expense, all necessary permits, authorizations, licenses and other approvals required by the various governmental authorities. Upon completion of any such work, Tenant shall pay to Landlord evidence reasonably satisfactory an amount equal to five percent (5%) of the cost of such work, to reimburse Landlord as to for the funds available to Tenant to complete such Substantial Alterationcost of coordination and final inspection of the work. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Unless otherwise specifically set forth herein and except for any Lender approval required in connection with any Property Reserves Escrow Fund, Borrower shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days obtain Lender's prior written notice to Landlord. consent (b) No Alteration or Substantial Alteration which consent shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition ) to (a) any Alterations to any Improvements on the items mentioned in Premises that could upon completion thereof, reasonably be expected to have a Material Adverse Effect, (b) any demolition, reduction or expansion of the preceding sentencegross leasable area of the Improvements, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to (c) any Alterations for which the funds available to Tenant to complete such Substantial Alteration. cost will exceed the Threshold Amount, or (d) Any any other Alterations other than those listed in the following sentence. Notwithstanding the foregoing, Lender's consent shall not be required in connection with any Alterations which are (i) tenant improvement work performed pursuant to the terms of any Lease executed on or Substantial before the Closing Date, (ii) (a) tenant improvement work performed pursuant to the terms and provisions of a Lease entered into by Borrower in accordance with the terms of this Agreement, or (b) tenant improvement work which is commercially reasonable to facilitate re-letting of any portion of the Premises, either of which does not materially adversely affect (x) any structural component of any Improvements, (y) any mechanical, electrical, utility or heating, cooling or ventilation system contained in any Improvements, or (z) the exterior (including the roof) of any building constituting a part of any Improvements, (iii) performed in connection with the restoration of the Premises after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (iv) required under Legal Requirements. If the total unpaid amounts due and payable with respect to Alterations to the Improvements at the Premises (other than amounts to be paid or reimbursed by tenants under the Lease(s)) shall at any time exceed the Threshold Amount, Borrower shall promptly notify Lender and upon Lender's reasonable request shall 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: (i) a cash deposit, (ii) a letter of credit acceptable to Lender, (iii) a completion bond from a bonding company reasonably acceptable to Lender, or (iv) a completion and/or payment guaranty from Guarantor, in form and substance reasonably acceptable to Lender; provided no additional security shall be required to the extent of escrows already deposited with Lender for tenant improvements or related deposits. All Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and completed on a timely basis subject to Force Majeure, in a good and workmanlike manner and in compliance in all material respects accordance with all Legal Requirements. So long as no Event of Default then exists under the Loan Documents, Lender shall release said additional security from time to time upon receipt of acceptable written evidence of payment of actual costs for the Alterations together with those items as Lender reasonably deems necessary in its discretion. Funds held as additional security for Alterations that exceed the Threshold Amount shall be subject to the applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements terms of any Governmental AuthorityArticle VI of this Agreement.

Alterations. Notwithstanding any provision in this Lease to the contrary, Tenant shall have not make or cause to be made any alterations, additions, improvements or replacements to the right from time to time after the completion Tenant Space or any other portion of the Building(s) and at its sole cost and expense to make additionsBuilding or Property (collectively, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial AlterationAlterations”) in or to without the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured consent and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to approval of Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical which consent and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval may not to be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s consent shall not be required for any usual and customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the Tenant Space if and to the extent that such installations, repairs, maintenance, and removals (i) are usual and customary within the industry, and (ii) will not materially adversely affect the Building’s structure. For example, Landlord’s consent would not be required for the configuration and placement of overhead ladder racks that are usual and customary in datacenters even if attached to the ceiling. For purposes hereof, “Institutional Owner Practices” shall mean practices that are consistent with the practices of the majority of the institutional owners of institutional grade, first-class datacenter or telecommunications projects in the United States of America. Landlord and Tenant acknowledge and agree that Tenant may elect, in Tenant’s sole and absolute discretion, to either (a) leave all Alterations as part of the Tenant Space upon the expiration or earlier termination of this Lease in good and operable condition, ordinary wear and tear, and damage due to Casualty and Taking (other than damages for which restoration would be required to be consistent with the Casualty Restoration Standard under Article 9 hereof), excepted, or (b) remove (and/or restore, as applicable) any Alteration at any time prior to the expiration or earlier termination of this Lease, provided that such Alteration is completely removed and the portion of the Building from which the Alteration is removed is fully restored back to substantially the same condition it was prior to the installation of same, ordinary wear and tear, and damage due to Casualty and Taking (other than damages for which restoration would be required to be consistent with the Casualty Restoration Standard under Article 9 hereof), excepted. Additionally, Landlord and Tenant agree that Landlord shall provide its consent (or objections) with regard to Tenant’s requests for Alterations consent within ten (10) business days after Landlord’s receipt of such request. In addition the event that Landlord has failed to provide its consent (or objections) within the items mentioned prescribed ten (10) business day period, Landlord will be deemed to have consented with regard to such request for Alterations consent; provided that (i) such request for Alterations consent contains the phrase “DATED MATERIAL ENCLOSED. RESPONSE IS REQUIRED WITHIN TEN BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in all capital letters (no smaller than sixteen (16) point font) in a conspicuous location inside the package in which such request for Alterations consent is provided to Landlord; (ii) such request for Alterations consent contains three (3) full sets of drawings (two full size hard copies, and one full set of drawings on CD); and (iii) in the preceding sentenceevent that Landlord has not responded within the applicable notice period, Tenant agrees to provide Landlord one (1) additional written notice and one (1) additional business day in which to respond, prior to such deemed approval taking effect. The foregoing notwithstanding, if the Alterations consent request is received by Landlord after month 12 of the Term, and if Landlord engages a third party engineer to review Tenant’s request for Alterations consent (and Landlord shall also notify Tenant within five (5) business days of receiving Tenant’s request for Alterations whether such outside engineering review will be commissioned), Landlord shall provide its consent (or objections) with regard to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete Tenant’s requests for Alterations consent within fifteen (15) business days after Landlord’s receipt of such Substantial Alterationrequest. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant All alterations, additions, improvements, and partitions erected by Lessee shall have be and remain the right from time to time after property of lessee during the completion term of this Lease and shall become the property of Lessor as of the Building(sdate of termination of this Lease, or upon earlier vacating of the Premises, and title shall pass to Lessor under this Lease as by a bill of sale. Provided Lessee is not in default or otherwise i▇▇▇▇ted to Lessor, all shelves, bins, equipment and trade fixtures installed by Lessee may be removed by the Lessee prior to the termination of this Lease, if the Lessee so elects, and shall be removed by the date of termination of the Lease or upon earlier vacating of the Premises if required by Lessor. Upon any such removal Lessee shall restore the Premises to its original condition, ordinary wear and tear excepted. All such removals and restorations shall be accomplished in a good workman like manner so as not to damage the primary structure, ▇▇▇▇ ▇▇ structural qualities of the building and other improvements within which the Premises are situated. In no event shall Lessor be required to (i) compensate Lessee for alterations, additions, improvements or partitions erected by Lessee on or within the Premises, or (ii) compensate Lessee for shelves, bins, equipment and trade fixtures installed by Lessee on or within the Premises and which are not removed by Lessee at Lease termination or early vacation or the Premises by Lessee. THIRTY-EIGHTH: Expansion Option. Providing Lessee has been a Lessee in good standing under this lease for a minimum of three (3) lease years, if Lessee needs to expand its lease space to 18,850 square feet or more, Lessor shall make its best reasonable effort to accommodate this expansion either in the Building in which the premises are located or another building owned by Lessor at the Miramar Park of Commerce at a mutually acceptable rental rate. Provided there are no defaults under this lease or the Lease with Lessor for the expansion space, Lessor and Lessee agree this Lease shall terminate on such date as Lessee takes possession of the expansion space. Lessee shall incur no penalty for said cancellation. It is mutually understood by Lessee and Lessor that Lessee's financial condition may affect Lessor's ability to accommodate Lessee's expansion and Lessee's subleasing space, assuming the lease obligations from another lessee, and/or leasing space from any entity other than Lessor shall not qualify as an expansion for the purposes of this Paragraph. THIRTY-NINTH: Emergency Generator. Lessee may install, at its sole cost and expense to make additionsexpense, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to a 250 kw, generator with a skid-mounted (or sub-mounted) fuel tank in the truckyard of the Premises. In the event it is required by code, Lessee also may install, at its sole cost and expense, a generator pad to support the generator. All costs associated with the operation, installation (including but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in limited to the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”installing automatic transfer switch, fencing and bollards) in and maintenance of the generator and generator pad shall be paid for solely by Lessee, including but not limited to any modifications or additions to the Premiseslandscaping, provided no Event of Default irrigation and/or paving. The generator, installation method and location and all accommodations and other work related thereto shall be continuing, subject, however, in all cases subject to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days Lessor's prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid forapproval, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such said approval not to be unreasonably withheldwithheld or delayed and said approval to take into account the aesthetics of such equipment. During the term of this Lease, conditioned or delayedLessee agrees to take all reasonable actions to minimize the visibility, aesthetic impact and disturbance to other users of the Miramar Park of Commerce caused by the generator. In addition Reasonable actions shall include, but not be limited to maintaining good condition of the items mentioned in generator. Lessee shall be solely responsible, at Lessor's request, for removing the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord generator at the expiration of this Lease and making any necessary and reasonable repairs and restorations so as to leave the funds available to Tenant to complete such Substantial Alterationproperty in good condition. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Construction by Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default Alterations shall be continuing, subject, however, in all cases to governed by the following: (a) No Substantial Alteration A. Except as set forth below, Tenant shall not construct any Tenant Alterations or otherwise alter, improve, modify, or perform any work of improvement to the Premises without Landlord's prior written approval which such prior written approval shall not be unreasonably withheld. However, Tenant shall be commenced except after twenty entitled, without Landlord's prior approval, to make Tenant Alterations (20i) days which do not affect the structural or exterior parts or water tight character of the Building, and (ii) the reasonably estimated cost of which, plus the original cost of any part of the Premises removed or materially altered in connection with such Tenant Alterations, together do not exceed the Permitted Tenant Alterations Limit per work of improvement. In the event Landlord's approval for any Tenant Alterations is required, Tenant shall not construct the Tenant Alterations until Landlord has approved in writing the plans and specifications therefor. Such Tenant Alterations shall be constructed substantially in compliance with such approved plans and specifications by a licensed contractor first approved by Landlord. All Tenant Alterations (whether Landlord's consent is required or not) shall be constructed by a licensed contractor in accordance with all Laws (including the ADA) using new materials of good quality. B. Tenant shall not commence construction of any Tenant Alterations until (i) all required governmental approvals and permits have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant has given Landlord at least five days' prior written notice of its intention to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for commence such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenantconstruction, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing (iv) if requested by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned Tenant has obtained contingent liability and broad form builders' risk insurance in the preceding sentence, Tenant shall also provide to Landlord evidence an amount reasonably satisfactory to Landlord as if there are any perils relating to the funds available proposed construction not covered by insurance carried pursuant to Tenant to complete such Substantial Alterationthe Lease. (d) Any C. All Tenant Alterations shall remain the property of Tenant during the Lease Term but shall not be altered or Substantial removed from the Premises except with Landlord's advance written permission which such written permission shall not be unreasonably withheld. At the expiration or sooner termination of the Lease Term, all Tenant Alterations shall be made surrendered to Landlord as part of the realty and shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof; provided, however, that if Landlord requires Tenant to remove any Tenant Alterations, Tenant shall so remove such Tenant Alterations prior to the expiration or sooner termination of the Lease Term. Notwithstanding the foregoing, Tenant shall not be obligated to remove any Tenant Alterations with reasonable dispatch respect to which the following is true: (Unavoidable Delays exceptedi) Tenant was required, or elected, to obtain the approval of Landlord to the installation of the Leasehold Improvement in question; (ii) at the time Tenant requested Landlord's approval, Tenant requested of Landlord in writing that Landlord inform Tenant of whether or not Landlord would require Tenant to remove such Leasehold Improvement at the expiration' of the Lease Term; and (iii) at the time Landlord granted its approval, it did not inform Tenant that it would require Tenant to remove such Leasehold Improvement at the expiration of the Lease Term. D. Landlord's consent to the construction of Tenant Alterations shall not be unreasonably withheld. Landlord's consent to construction of Tenant Alterations and Landlord's approval of plans and specifications for Tenant Alterations shall not create responsibility or liability on Landlord's part in a good regard to the completeness, competency, design sufficiency, or compliance with Law of such Tenant Alterations or the plans and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authorityspecifications therefor.

Alterations. Tenant shall have not make or perform or permit the right making or ------------ performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called "Alterations") without Landlord's prior consent. Landlord agrees not to withhold unreasonably its consent to any Alterations which are nonstructural or which do not affect the Buildings mechanical systems or services, proposed to be made by Tenant to adapt the Premises for those business purposes permitted by subsection A of Article 2 hereof, provided that such Alterations are performed only by contractors or mechanics approved by Landlord which approval shall not be unreasonably withheld or delayed, do not affect any part of the Building other than the Premises, do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and do not reduce the value or utility of the Building. Anything to the contrary notwithstanding, Landlord's consent shall not be required in connection with the performance of ordinary decorations to the Premises. All Alterations shall be done at Tenant's expense and at such times and in such manner as Landlord may from time to time after reasonably designate pursuant to the completion of conditions for Alterations prescribed by Landlord for the Building(s) Premises. All furniture, furnishings, and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its sole own cost and expense prior to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in during the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alterationTerm, or change involving an estimated cost any renewal thereof, shall remain the property of more than $750,000 being hereinafter called a “Substantial Alteration”) in Tenant and upon the Expiration Date or to earlier end of the PremisesTerm or any renewal thereof, provided no Event of Default shall may be continuingremoved from the Premises by Tenant at Tenant's option, subjectprovided, however, that Tenant shall repair and restore in all cases good and workmanlike manner to Building standard original condition (reasonable wear and tear excepted) any damage to the following:Premises or the Building caused by such removal. Any of such fixtures or installations not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall become the property of Landlord, and shall remain upon and be surrendered with the Premises as part thereof at the end of the Term. Prior to making any Alterations, Tenant (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilitiesi) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord's approval of such plans and specifications, (ii) shall, at its expense, obtain all permits, approvals, and certificates required by any governmental or quasi-governmental bodies, and (iii) shall furnish to Landlord duplicate original policies of worker's compensation insurance (covering all persons to be conducted under the supervision of an architect or engineer selected employed by Tenant, and no Tenant's contractors and subcontractors in connection with such Substantial Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall be made, except in accordance furnish Landlord with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayedcopies thereof. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial All Alterations shall be made and performed in accordance with reasonable dispatch the Rules and Regulations (Unavoidable Delays exceptedhereinafter defined); all materials and equipment to be incorporated in the Premises as result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In the event any Alterations are performed by general partner of Landlord or any entity which is under the common control of Landlord or and general partner of Landlord, the failure by Tenant to pay the cost of such Alterations upon rendition of ▇▇▇▇ therefor shall be deemed material default under this Lease. Any mechanic's lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within thirty (30) and days thereafter, at Tenant's expense, by payment or filing the bond required by law. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in a good and workmanlike manner and the Premises, whether in compliance connection with any Alteration or otherwise, if, in all material respects the Landlord's sole discretion, such employment will interfere or cause any conflict with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements contractors, mechanics, or labors engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any Governmental Authoritysuch interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or labors causing such interference or conflict to leave the Building immediately.

Alterations. Tenant Other than the purchase, replacement and/or installation of FF&E or Capital Expenditures contemplated by the most recent Approved Annual Budget, Borrowers shall have the right from time obtain Administrative Agent’s prior written consent to time after the completion (i) any material structural alteration or (ii) with respect to each Collateral Property, any other alteration to any Improvements thereon which is estimated to cost in excess of four (4%) percent of the Building(s) and at its sole cost and expense to make additionsvalue of the Collateral Property, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but which consent shall not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned, except with respect to alterations that may have a Material Adverse Effect or cause a Material Property Event. To the extent that Administrative Agent’s consent or approval is required under this Section 7.19, any such proposed alterations to any Improvements submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”; and (ii) Administrative Agent shall have failed to notify Borrowers of its approval or disapproval within such fifteen (15) Business Days following Administrative Agent’s receipt of Borrowers’ written request together with a reasonably detailed description of such proposed alteration and any and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision. In addition no event shall Administrative Agent be deemed to have approved alterations that may have a Material Adverse Effect or cause a Material Property Event. Upon a Borrower’s request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationreasons for any disapprovals under this Section 7.19. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, no alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned Leased Premises nor permit the making of any hole or in the preceding sentencewalls, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to partitions, ceilings or floors thereof without on each occasion obtaining the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations prior written consent of Landlord. The construction and installation of any permitted alteration or Substantial Alterations addition shall be made with reasonable dispatch (Unavoidable Delays excepted) and performed in a good and workmanlike manner and in compliance in all material respects with all applicable permits pursuant to plans and authorizations specifications and buildings and zoning laws and with all other Legal Requirements utilizing contractors approved by Landlord, which approval shall not be unreasonably withheld. Upon completion of any Governmental Authoritysuch alterations or additions, Tenant shall provide Landlord with such documents and/or “as built” working drawings as Landlord may reasonably request. Any alteration and/or addition made by Tenant in or to the Leased Premises, whether or not made with the consent of Landlord, shall remain on the Leased Premises and without compensation to Tenant shall become the property of Landlord upon the termination of this Lease by lapse of time or otherwise; provided, however, that if Landlord so elects by written notice to Tenant delivered at least thirty (30) days prior to the end of the Term, Tenant shall remove all such alterations and/or additions and restore the Leased Premises to a condition comparable to that existing at the time such alterations and/or additions were made. Nothing herein contained shall prevent the installation of Tenant’s trade fixtures in the Leased Premises, provided that such trade fixtures can be installed and removed upon termination of this Lease without structural damage to the Leased Premises and provided that Tenant shall remove all such trade fixtures and restore the Leased Premises to a condition comparable to that existing at the time such installation was made. Tenant shall make all alterations and additions to the Leased Premises as are required by governmental authority and which arise by reason of Tenant’s use of the Leased Premises and all alterations and additions which are made necessary by the act or neglect of Tenant, its agents, employees and invitees. Notwithstanding the foregoing, Tenant may paint, re-carpet and make other minor non-structural decorative additions or alterations the Leased Premises without Landlord’s prior approval.

Alterations. (a) ▇▇▇▇▇▇’s prior approval shall be required in connection with any alterations to any Improvements (“Alterations”) (i) that are reasonably likely to have an Individual Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or (iii) that materially and negatively affect the structural integrity of the Improvements, which approval may be granted or withheld in Lender’s reasonable discretion. Notwithstanding the foregoing, ▇▇▇▇▇▇’s consent shall not be required in connection with any (A) repairs based on life safety or emergency conditions or which are required to comply with applicable Legal Requirements, (B) work disclosed to the Lender on Schedule X attached hereto other than material expansions to Improvements on the Property to the extent consent is required for such expansions pursuant to the foregoing sentence, (C) non-structural or decorative work performed in the ordinary course of Mortgage Borrower’s business, (D) tenant improvements and other Alterations made pursuant to an Approved Annual Budget except to the extent such Alterations are reasonably anticipated to exceed the applicable Alteration Threshold; (E) Alterations under and pursuant to any existing Lease as of the Closing Date (pursuant to the terms thereof in existence as of the Closing Date) or any Lease entered into in accordance with the terms and conditions of Section 4.14 (pursuant to the terms thereof in existence as of the date such Lease was entered into in accordance with the terms and conditions of Section 4.14) other than in connection with any material expansions to Improvements on the Property to the extent consent is required for such expansion pursuant to the foregoing sentence; and (F) alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof and the Mortgage Loan Agreement, (G) any repairs required pursuant to this Agreement, (H) any pavement of roads, driveways and parking lots, (I) any roof repairs or replacements or installation or any other addition of antenna or solar panels at an Individual Property and (J) Tenant Funded Alterations (clauses (A) through (J), the “Approved Alterations”). To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and ▇▇▇▇▇▇ thereafter fails to respond, ▇▇▇▇▇▇’s approval shall be deemed given with respect to the matter for which approval was requested. (b) Except to the extent such amounts are already reserved by Mortgage Lender, or if Mortgage Lender shall have waived in writing such reserve, reserved by Lender in connection with such Alteration, if the right total unpaid amounts due and payable with respect to Alterations requiring ▇▇▇▇▇▇’s prior written consent at any Individual Property in the aggregate (other than such amounts to be paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Approved Alterations with respect to such Properties) shall at any time exceed the Alteration Threshold, Borrower shall promptly cause Mortgage Borrower to deliver to Mortgage Lender as security for the payment of such excess amounts and as additional security for Mortgage Borrower’s obligations under the Mortgage Loan Documents, or if Mortgage Lender shall have waived in writing such security, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents, any of the following with respect to such Alteration exceeding the Alteration Threshold (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at ▇▇▇▇▇▇’s option following a rated Securitization of the Loan, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies or (IV) a Letter of Credit. Each such Alterations Deposit shall be (A) in an amount equal to the excess of the total unpaid amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold and (B) disbursed or released, as applicable, from time to time after the by Mortgage Lender or Lender, as applicable, to Mortgage Borrower for completion of the Building(sAlterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) and Borrower shall cause Mortgage Borrower to submit a request for payment to Lender at its sole cost and expense to make additions, alterations and changes, structural or otherwise least ten (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”10) in or days prior to the Premisesdate on which Borrower requests that such payment be made, provided which request for payment shall specify the Alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, subject, however, in all cases to the following: and (a3) No Substantial Alteration such request shall be commenced except after twenty accompanied by an Officer’s Certificate (20x) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as stating that the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in applicable portion of the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting Alterations at the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not applicable Individual Property to be unreasonably withheld, conditioned or delayed. In addition to funded by the items mentioned requested disbursement have been completed in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance accordance with all applicable Legal Requirements, in all material respects respects, such Officer’s Certificate to be accompanied by copies of invoices paid (or to be paid) in excess of $25,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor to be paid by Mortgage Borrower that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will be paid the amounts then due and payable to such contractor in connection with the funds to be disbursed. Each Alterations Deposit shall (if held in cash) be held by Lender in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 4.21, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent not received by Lender in connection with prior disbursement requests) and authorizations and buildings and zoning laws and stating that each contractor providing services in connection with all other Legal Requirements the Alterations has been paid in full or will have been paid in full upon such disbursement. (c) In no event shall the aggregate amount of any Governmental AuthorityLetters of Credit delivered hereunder or any other provision of the Loan Documents exceed ten percent (10%) of the outstanding principal amount of the Loan, unless ▇▇▇▇▇▇▇▇ delivers to Lender an opinion of counsel to the effect that delivery of such Letter of Credit does not alter the conclusion reached in the Non-Consolidation Opinion, or a New Non-Consolidation Opinion, which opinion and any counsel delivering such opinion (if not counsel who delivered the Non-Consolidation Opinion) shall be reasonably acceptable to Lender.

Alterations. (a) Subject to the provisions of this subparagraph (a), Tenant shall not make any alterations, additions or improvements to the Premises (including, but not limited to, roof and wall penetrations) without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, should Tenant submit preliminary plans for making an alteration to the Premises and such plans are in form sufficient for Landlord to review the alteration contemplated by Tenant, Landlord shall respond within ten business days of its receipt of such plans, or the plans and the alteration to be made by Tenant shall be deemed approved. If the plans submitted by Tenant are insufficient for Landlord to review the contemplated alteration, Landlord shall so notify Tenant and Tenant shall revise and resubmit the plans to Landlord but the ten day time period for Landlord to act as aforesaid shall not be deemed to commence until such time as Tenant shall have submitted a sufficient plan to Landlord, as reasonably determined by Landlord. All submissions of plans to Landlord under this paragraph 5 shall be sent in accordance with the right provisions of paragraph 20 hereof. Landlord may require as a condition to Tenant making any alteration to the Premises that Tenant restore the Premises to its condition as of the Commencement Date prior to Tenant vacating the Premises. Tenant may, without the consent of Landlord, but at its own cost and expense and in a good workmanlike manner, erect such shelves, bins, machinery and trade fixtures and remove and replace interior non-structural walls, as it may deem advisable, without altering the basic character or structure 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 make any alterations, additions or improvements to the Premises which will contravene Landlord's policies insuring against loss or damage by fire or other hazards, 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 rate of fire or other insurance on the Premises by companies acceptable to Landlord to be increased beyond the minimum rate from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or applicable to the PremisesPremises for permitted uses thereof, provided no Event Tenant shall pay as additional rent the amount of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to any such increase promptly upon demand by Landlord. (b) No Alteration or Substantial Alteration Any and all alterations, additions, improvements, partitions and fixtures erected by Tenant shall be undertaken until the property of Landlord and shall remain at the Premises upon termination of the Lease or upon earlier vacating of the Premises. All shelves, bins, machinery, trade fixtures and other specialized equipment installed and paid for by Tenant 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 have procured and paid forrepair any damage to the Premises, so far or to the Building as a result of any alteration, addition, improvement, or repair to the same may be required from time to timePremises, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in or the application for such permits removal of personal property or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected trade fixtures by Tenant, and no its employees, agents, invitees, or contractors to the Premises. Should Tenant fail to conduct any such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by repair within ten days of written notice from Landlord, such approval not to be unreasonably withheldLandlord may, conditioned or delayed. In addition to the items mentioned in the preceding sentenceat its option, perform same, and Tenant shall also provide remit payment to Landlord evidence reasonably satisfactory to for the actual cost and expense incurred by Landlord as to the funds available to Tenant to complete in effecting such Substantial Alterationrepair immediately upon demand. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant Borrower shall obtain Lender’s prior written consent, which consent shall not be unreasonably withheld or delayed, to any alterations to the Improvements, the cost of which is reasonably anticipated to exceed $3,500,000 (the “Threshold Amount”) or that will have a material adverse effect on Borrower’s financial condition, the use, operation or value of the Property or the Net Operating Income with respect to the Property, other than (a) tenant improvement work performed pursuant to the terms of any Existing Lease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof 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 (it being understood that the foregoing provision shall not require Lender’s consent to tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Agreement) or (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 this Agreement (“Excluded Costs”). If Lender fails to respond to a request for consent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the right reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other Person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from accounts established hereunder or Excluded Costs) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to time after 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: (1) cash, (2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter, or (4) a Letter of Credit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or from accounts established hereunder or Excluded Costs) over the Threshold Amount. Upon completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event satisfaction of Default Lender in its reasonable discretion Lender shall be continuing, subject, however, in all cases promptly return to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to LandlordBorrower such additional security. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. (a) If the Tenant shall have requests that the right from time to time after the completion of the Building(s) and at its sole cost and expense to Landlord make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or additions to the Premises, provided no Event of Default and the Landlord agrees, such work will be performed under separate written contract to be negotiated between the Landlord and Tenant. The Tenant shall be continuing, subject, however, not make or permit anyone to make any alterations in all cases or additions to the following: Premises (ahereinafter collectively called "Improvements") No Substantial Alteration shall be commenced except or install any equipment 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 Landlord may consent to the Tenant's request to make improvements after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until the Tenant shall have procured and paid for, so far as furnishes the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications therefor, names and cost estimates prepared addresses of contractors who will perform the work, and approved indemnification of the Landlord against claims, costs, damages, liabilities and expenses, each in writing by such architect or engineer form and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition amount satisfactory to the items mentioned 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 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-approved alteration project as long as the Tenant has complied with the requirements set forth in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations paragraph 8(a). All Improvements shall be made with reasonable dispatch (Unavoidable Delays excepted) and installed in a good and workmanlike manner 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 and all claims, actions, damages, liabilities and expenses of every kind and description which may arise out of or be connected in anyway with the Improvements or the installation thereof. Before commencing any work in the Premises or delivering any materials into the Building, the Tenant shall furnish the Landlord with a certificate of insurance from all contractors performing labor or furnishing materials, insuring the 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 services, and other services by the 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 in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements the most current version of any Governmental Authority.the "199X Contractor Guide", as

Alterations. Section 10.01. Tenant shall have not at any time during the right Term make any alterations to the Premises without first obtaining Landlord's written consent thereto, which consent Landlord shall not unreasonably withhold, provided, however, that Landlord shall not be deemed unreasonable by refusing to consent to any alterations which are visible from time to time after the completion exterior of the Building(s) and at its sole cost and expense Building or the Project, which will or are likely to cause any weakening of any part of the structure of the Premises, the Building or the Project or which will or are likely to cause damage or disruption to the Central Building Systems or which are prohibited by any underlying ground lease or mortgage. Should Tenant desire to make additions, any alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, submit all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications for such proposed alterations to Landlord for Landlord's review before Tenant allows any such work to commence, and cost estimates prepared Landlord shall promptly approve or disapprove such plans and approved specifications for any of the reasons set forth in writing by such architect this Section 10.01 or engineer and for any other reason reasonably approved in writing deemed sufficient by Landlord. Tenant shall select and use only contractors, subcontractors or other repair personnel approved by Landlord (such approval not to be unreasonably withheld). Upon Tenant's receipt of written approval from Landlord and any required approval of any mortgagee or lessor of Landlord, conditioned and upon Tenant's payment to Landlord of (a) a reasonable fee prescribed by Landlord for the work of Landlord and Landlord's employees and representatives in reviewing and approving such plans and specifications and (b) the fees, if any, charged by any mortgagee or delayed. In addition to the items mentioned in the preceding sentencelessor of Landlord for such review and approval, Tenant shall also provide have the right to proceed with the construction of all approved alterations, but only so long as such alterations have been approved (with all necessary permits having been issued) by the appropriate governmental authorities and are in strict compliance with the plans and specifications so approved by Landlord evidence and with the provisions of this Article 10 including the use of contractors and repair personnel described above. All alterations shall be made at Tenant's expense, either by Tenant's contractors approved in advance by Landlord, or, at Tenant's option, by Landlord on terms reasonably satisfactory to Tenant, including a reasonable fee to Landlord of performing such work to cover Landlord's overhead and a reasonable fee for Landlord's agent or manager in supervising and coordinating such work. If Tenant's contractors make such alterations, Landlord's agent or manager shall supervise and coordinate such Tenant's contractor's work. In no event, however, shall anyone other than Landlord or Landlord's employees or representatives perform any work affecting the Central Building Systems. Section 10.02. All construction, alterations and repair work done by or for Tenant shall (a) be performed in such a manner as to maintain harmonious labor relations, (b) not adversely affect the funds available to Tenant to complete such Substantial Alteration. safety of the Project, the Building or the Premises or the systems thereof and not affect the Central Building Systems, (c) comply with all building, safety, fire, plumbing, electrical, and other codes and governmental and insurance requirements, (d) Any Alterations not result in any usage in excess of Building Standard of water, electricity, gas, or Substantial Alterations shall be other utilities or of heating, ventilating or air-conditioning (either during or after such work) unless prior written arrangements satisfactory to Landlord are made with reasonable dispatch respect thereto, (Unavoidable Delays exceptede) be completed promptly and in a good and workmanlike manner and in compliance with, and subject to, all of the provisions of Article 2 of Exhibit C hereof and (f) not disturb Landlord or other tenants in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements the Building. After completion of any Governmental Authorityalterations to the Premises Tenant will deliver to Landlord a copy of "as built" plans and specifications depicting and describing such alterations. Section 10.03. All leasehold improvements, alterations and other physical additions made to, or installed by or for Tenant in, the Premises (including the Leasehold Improvements) shall be and remain Landlord's property (except Tenant's furniture, personal property and movable trade fixtures) and shall not be removed without Landlord's written consent. Tenant agrees to remove, at Tenant's expense, all of its furniture, personal property and movable trade fixtures, and, if directed to or permitted to do so by Landlord in writing, Tenant agrees to remove, at Tenant's expense, all, or any part of, the leasehold improvements, alterations and other physical additions made by Tenant to the Premises, after the Commencement Date, on or before the Expiration Date or any sooner date of termination of this Lease and Tenant shall repair, or promptly reimburse Landlord for the cost of repairing, all damage done to the Premises or the Building by such removal. Any leasehold improvements, alterations or physical additions made by Tenant which Landlord does not direct or permit Tenant to remove at any time during or at the end of the Term shall become the property of Landlord at the end of the Term without any payment to Tenant. If Tenant fails to remove any of Tenant's furniture, personal property or movable trade fixtures by the Expiration Date or any sooner date of termination of the Term or, if Tenant fails to remove any leasehold improvements, alterations or other physical additions made by Tenant to the Premises which Landlord has in writing directed Tenant to remove, Landlord shall have the right, on the fifth (5th) day after Landlord's delivery of written notice to Tenant to deem such property abandoned by Tenant and to remove, store, sell, discard or otherwise deal with or dispose of such abandoned property in a commercially reasonable manner. Tenant shall be liable for all reasonable costs of such disposition of Tenant's abandoned property, and Landlord shall have no liability to Tenant in any respect regarding such property of Tenant. The provisions of this Section 10.03 shall survive the expiration or any termination of this Lease. Notwithstanding the foregoing, Tenant shall only be required to remove any alterations or Leasehold Improvements made by it if, at the time that it obtains Landlord's approval of such alterations or Leasehold Improvements, Landlord notifies Tenant that it will require removal of such alterations or Leasehold Improvements at the termination of the lease.

Alterations. Tenant shall have Borrower may, without Lender’s consent, cause Owner to perform alterations to the right from time to time after Improvements and Equipment and the completion Worldwide Plaza Amenities which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s or Owner’s financial condition or the value or net operating income of the Building(sProperty or the Worldwide Plaza Amenities and (iii) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years are in the same manner as the Base Rent is adjusted pursuant ordinary course of Owner’s business. Borrower shall not permit Owner to Section 4.1 hereof, being called an “Alteration” and perform any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Material Alteration shall be commenced except after twenty (20) days without Lender’s prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid forconsent, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition Lender may, as a condition to giving its consent to a Material Alteration, the items mentioned in cost of which exceeds the preceding sentenceThreshold Amount, Tenant require that Borrower deliver (or cause Owner to deliver) to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (a) cash, (b) a Letter of Credit, (c) U.S. Obligations, (d) other securities acceptable to Lender, provided that Lender shall also provide to Landlord evidence reasonably satisfactory to Landlord have received a Rating Agency Confirmation as to the funds available form and issuer of same, or (e) a completion bond, provided, however, that no such security will be required if Owner has provided adequate security for the same to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations Senior Lender in accordance with the Senior Loan Documents. Such security shall be made in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with reasonable dispatch respect to such alterations to the Improvements (Unavoidable Delays exceptedother than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount. If Borrower shall request that Lender apply any such security that is not cash to pay for such alterations, Lender may but shall not be obligated to do so; provided that Lender shall disburse any such cash to Borrower from time to time (but not more frequently than once in any month), but only for so long as no Event of Default shall have occurred and be continuing, as the Material Alteration progresses upon receipt by Lender of (x) an Officer’s Certificate dated not more than ten (10) Business Days prior to the application for such payment, (i) requesting such payment or reimbursement and describing the Material Alteration performed that is the subject of such request and the actual cost thereof, (ii) certifying that the applicable portion of the alterations to be funded by the requested disbursement have been completed in a good and workmanlike manner and in compliance in all material respects accordance with all applicable Legal Requirements, (iii) certifying that such Material Alteration and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other than Permitted Encumbrances, (iv) identifying each contractor that supplied materials or labor in connection with the applicable portion of the alterations to be funded by the requested disbursement (v) certifying that each such contractor has been paid in full upon such disbursement and (vi) attaching copies of all applicable lien waivers, and (y) any other evidence of payment reasonably required by Lender to confirm that all materials installed and work and labor previously performed in connection with such Material Alteration have been paid for in full or evidence that such amounts will be paid for in full by such disbursement. Upon substantial completion of any Material Alteration, Borrower shall provide (or cause Owner to provide) evidence reasonably satisfactory to Lender that (A) the Material Alteration was constructed in a good and workmanlike manner and in accordance with applicable Legal Requirements, (B) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (C) all material licenses and permits necessary for the use, operation and authorizations occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. At any time after substantial completion of any Material Alteration in respect of which security is deposited pursuant hereto, the whole balance of any cash security so deposited by Borrower with Lender and buildings then remaining on deposit (together with earnings thereon), as well as all retainages, shall be paid by Lender to Borrower, and zoning laws any other security so deposited or delivered, except to the extent the same was applied by Lender to fund such Material Alterations in accordance with this Section 4.12.2, shall be released to Borrower (together with a written authorization from Lender to cancel any Letter of Credit), within ten (10) days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (1)) by an independent architect, setting forth in substance as follows: (1) that the Material Alteration in respect of which such security was deposited has been substantially completed in a good and workmanlike manner and in accordance with all other applicable Legal Requirements Requirements, that all material licenses and permits necessary for the use, operation and occupancy of any the Material Alteration have been issued and/or received with respect to such Material Alteration by the relevant Governmental AuthorityAuthority(ies), and whether a temporary certificate of occupancy is required in connection with such Material Alteration; (2) all amounts which Borrower is or may become liable to pay in respect of such Material Alteration through the date of the certification have been paid in full and that lien waivers have been obtained from the general contractor and major subcontractors performing such Material Alterations; and (3) attaching copies of all lien waivers (to the extent not previously delivered), material licenses and permits including, if applicable, a temporary certificate of occupancy.

Alterations. Tenant shall have the right from right, at any time to time after during the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 term hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost without the written consent of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: Landlord but upon ten (a) No Substantial Alteration shall be commenced except after twenty (2010) days prior written notice to Landlord. Landlord by Tenant of its intention so to do, to make additions, alterations, changes or improvements in or to the Premises or any part thereof as Tenant may from time to time during the term hereof deem necessary or desirable; provided, however, that Tenant agrees not to make any additions, alterations, changes or improvements (a) in excess of Three Thousand Dollars ($3,000.00) or (b) No Alteration which affect the structure, structural strength, or Substantial Alteration shall be undertaken until Tenant shall have procured and paid foroutward appearance of the Premises or the building, so far as without the same prior written consent of Landlord. Any additions, alterations, changes or improvements which may be required made in or to the Premises by Tenant during the term hereof shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may at its option, require Tenant, at Tenant's sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of the term hereof, and to repair any damages to the Premises caused by such removal. Tenant hereby indemnifies Landlord against, and shall keep the Premises and Shopping Center free from, any/all mechanics liens or other such liens arising from any work performed, material furnished, or obligations incurred by Tenant in connection with the Premises or the Shopping Center. Landlord hereby reserves the right, at any time and from time to timetime during the term hereof, all permits to make any additions, alterations, changes or improvements (including without limitation, building additional stories) on, in or to the building in which the Premises are contained, and authorizations from all municipal departments and governmental sub-divisions having jurisdictionto build additional structures adjoining thereto. Landlord shall join, but without expense also reserves the right to Landlord, construct other buildings and improvements in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting Shopping Center from time to time and at any time during the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenantterm hereof, and no to make alterations thereof or additions thereto and to build additional stories on any such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect building or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws to build adjoining same and with all other Legal Requirements of any Governmental Authorityto construct doubledeck or elevated parking facilities.

Alterations. Tenant Borrower may, without Lender’s consent, cause Mortgage Borrower to perform alterations to the Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s or Mortgage Borrower’s financial condition or the value or net operating income of the Property or the Collateral and (iii) are consistent with Mortgage Borrower’s business and do not, and would not reasonably be expected to, result in a Material Adverse Effect. Borrower shall not permit Mortgage Borrower to perform any Material Alteration without Lender’s prior written consent. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender (or cause Mortgage Borrower to deliver to Mortgage Lender) security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents (or Mortgage Borrower’s obligations under the Mortgage Loan Documents), which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the right form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time after at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Building(sMaterial Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and at its sole cost professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and expense to make additionshave delivered unconditional releases of liens, alterations and changes(iii) all material licenses and permits necessary for the use, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in operation and occupancy of the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Material Alteration (other than alterations affecting those which depend on the plumbingperformance of tenant improvement work) have been issued. If Borrower has provided cash security, heatingas provided above, electrical and other Building utilities) such cash shall be conducted under the supervision of an architect or engineer selected released by TenantLender to fund such Material Alterations, and no such Substantial Alteration shall be madeif Borrower has provided non-cash security, as provided above, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the requirements of the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. (a) Tenant shall make no improvements, changes or alterations in or to the Premises (“Alterations”) without Landlord’s prior approval. Landlord shall not unreasonably withhold its approval to any Alteration. (b) Tenant, in connection with any Alteration, shall comply with the Alteration Rules and Regulations set forth in the Tenant Manual. Other than with respect to purely decorative painting, wall-covering and finish work which does not require the preparation and filing of plans to obtain a building permit, Tenant shall not proceed with any Alteration unless and until Landlord approves Tenant’s plans and specifications therefor. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty to Tenant with respect to the adequacy, correctness or efficiency thereof, its compliance with Laws or otherwise. In any instance in which Landlord’s approval shall be required with respect to the performance of any Alterations, Landlord agrees that Landlord shall, within ten (10) Business Days following receipt of complete and coordinated final Tenant’s plans for the performance of such Alterations, advise Tenant of Landlord’s approval or disapproval of such plans or any part thereof. If Landlord shall fail to approve or disapprove Tenant’s plans or any part thereof within such 10 Business Day period, and such failure shall continue for a period of two (2) Business Days after notice from Tenant stating in bold typeface that Landlord has failed to so approve or disapprove Tenant’s plans and that failure to approve or disapprove of Tenant’s plans within such 2-Business Day period shall be deemed approval thereof. Landlord shall be deemed to have approved such plans. If Landlord shall disapprove such plans (or any part thereof), Landlord shall set forth its reasons for such disapproval in writing and in reasonable detail. (c) Tenant shall pay to Landlord upon demand Landlord’s out-of-pocket costs and expenses (including, without limitation, the right from time fees of any architect, engineer, consultant or agent employed by Landlord or any Superior Lessor or Superior Mortgagee for such purpose) for reviewing plans and specifications and inspecting Alterations (i) up to time after a maximum amount of $0.50 per rentable square foot contained in the Premises in the case of Tenant’s initial Alterations, (ii) up to a maximum amount of $0.50 per rentable square foot of the affected area of the Premises in the case of any subsequent Alterations having a cost of $100,000 or more, and (iii) up to a maximum amount of $1,500 in the case of any such subsequent Alterations having a cost of less than $100,000. (d) Before proceeding with any Alteration (other than Tenant’s initial Alterations) that will cost more than (1) $250,000, if Tenant is then leasing three or more whole floors in the Building or (2) $100,000, if Tenant Is then leasing less than three whole floors in the Building (in each case exclusive of the costs of decorating work and items constituting Tenant’s Property), as estimated by a reputable contractor designated by Landlord, Tenant shall furnish to Landlord one of the following (as selected by Landlord): (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New York reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 110% of the cost of the Alteration, estimated as set forth above. Any such letter of credit shall be for one year and shall be renewed by Tenant each and every year until the Alteration in question is completed and shall be delivered to Landlord not less than 30 days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of credit for payment and hold the proceeds thereof as a cash deposit. Upon (A) the completion of the Building(sAlteration in accordance with the terms of this Section 4.01 and (B) the submission to Landlord of (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and at its sole cost other liens on the Project from all contractors performing said Alteration and expense (z) all submissions required pursuant to make additionsExhibit C attached hereto, alterations the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant; provided, that if Tenant shall be diligently prosecuting the resolution of a dispute in good faith with any contractor who performed any portion of said Alteration, and changesshall furnish to Landlord evidence of the same, structural then, subject to compliance with the other provisions of this sentence, the security deposited with Landlord (or otherwise the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant less an amount equal to 125% of the amount in dispute. Upon Tenant’s failure properly to perform, complete and/or fully pay for any Alteration, as determined by Landlord, Landlord may, upon 5 days prior notice to Tenant (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years except in the same manner as case of any emergency, in which case Landlord shall not be required to provide such prior notice to Tenant), draw on the Base Rent is adjusted pursuant security deposited under this Section 4.01(d) to Section 4.1 hereofthe extent Landlord deems necessary in connection with Tenant’s failure to pay for said Alteration, being called an “Alteration” the restoration and/or protection of the Premises or the Project and the payment of any additioncosts, alterationdamages or expenses resulting therefrom. (e) Tenant shall obtain (and furnish copies to Landlord of) all necessary governmental permits and certificates for the commencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to be performed in compliance therewith, and in compliance with all Laws and with the plans and specifications approved by Landlord. In connection with Tenant’s obtaining all such governmental permits and certificates or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in such final approval, Landlord shall cooperate with Tenant to the extent reasonably requested by Tenant or to the Premisesextent required by applicable Laws; provided, provided no Event of Default that Tenant shall be continuingreimburse Landlord for any expenses incurred in such cooperation, subjectas Additional Charges, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after within twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant after demand and Landlord shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available liability to Tenant or otherwise in connection with Tenant’s failure to complete obtain such Substantial Alteration. (d) Any Alterations permits, certificates or Substantial approval. Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the then standards for the Building established by Landlord. Alterations shall be performed by contractors, engineers, architects and consultants approved by Landlord (which approval shall not be unreasonably withheld or delayed), and who are harmonious and compatible with the contractors and labor employed by Landlord or otherwise working in the Building; provided, that any Alterations that would affect the “Class E”, mechanical or electrical systems of the base Building shall be performed only by the contractor(s) designated by Landlord. The performance of any Alteration shall not be done in a manner which would violate Landlord’s union contracts affecting the Project, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop the performance of any Alteration if Landlord notifies Tenant that continuing such Alteration would violate Landlord’s union contracts affecting the Project, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. (f) Throughout the performance of Alterations, Tenant shall carry worker’s compensation insurance in statutory limits, “all risk” Builders Risk coverage and general liability insurance, with completed operation endorsement, for any occurrence in compliance or about the Project, under which Landlord and its agent and any Superior Lessor and Superior Mortgagee whose name and address have been furnished to Tenant shall be named as parties insured, in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with evidence that such insurance is in effect at or before the commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations, (g) Should any mechanics’ or other liens be filed against any portion of the Project by reason of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within 30 days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said 30 day period, Landlord may cancel or discharge the same and, upon Landlord’s demand, Tenant shall reimburse Landlord for all material respects costs incurred in canceling or discharging such liens, together with interest thereon at the interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be made within 20 days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all applicable permits costs (including, without limitation, reasonable attorneys’ fees and authorizations disbursements and buildings costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or other liens asserted in connection with such Alteration. (h) Tenant shall deliver to Landlord, within 30 days alter the completion of an Alteration, “as-built” drawings thereof. During the Term and zoning laws for a period of 3 years commencing on the Expiration Date, Tenant shall keep records of Alterations costing in excess of $5,000 including plans and with specifications, copies of contracts, invoices, evidence of payment and all other Legal Requirements records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within 30 days after demand by Landlord, furnish to Landlord copies of any Governmental Authoritysuch records. (i) All Alterations to and Fixtures installed by Tenant in the Premises shall be fully paid for by Tenant in cash and shall not be subject to conditional bills of sale, chattel mortgages, or other title retention agreements.

Alterations. Except as permitted under Section 12, supra, Tenant agrees that it will not make any alterations (whether structural or otherwise), improvements, additions, repairs, or changes to the interior or exterior of the Premises during the Term of this Lease without in each instance obtaining Landlord’s prior written consent. Together with each request for consent, Tenant shall have present to Landlord reasonably detailed plans and specifications for such proposed alterations, improvements, additions, repairs or changes; provided, however, approval of such plans and specifications by Landlord shall not constitute any assumption of responsibility by Landlord for their accuracy of sufficiency, and Tenant shall be solely responsible for such items. All alterations, improvements, additions, repairs, or changes shall be done either by or under the right from time direction of Landlord, but at the expense of Tenant. All alterations, improvements, additions, repairs, or changes made by Tenant, shall, unless Landlord gives notice to time after Tenant to remove the completion same, remain upon the Premises at the expiration or earlier termination of the Building(sTerm of this Lease and shall become the Property of Landlord immediately upon installation thereof. The same shall remain the property of Landlord (without any obligation of Landlord to pay compensation therefor) and unless Landlord gives Tenant written notice to remove any or all of the aforesaid, in which event Tenant shall remove at its sole cost and Tenant’s expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in such of the same manner as may be specified in Landlord’s notice to Tenant, and Tenant shall promptly restore the Base Rent Premises to the same good order and condition as it was at the commencement of the Term of this Lease except (i) to the extent the Premises is adjusted pursuant not required to Section 4.1 hereofbe repaired and/or maintained by Tenant and (ii) damage by fire or other casualty to the extent there is actually paid to Landlord, being called an “Alteration” and to repair any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or damage to the Premises, provided no Event sufficient net proceeds for policies of Default shall be continuinginsurance which Tenant is obligated to provide and to maintain under the provisions of this Lease. Should Tenant fail to do so, subjectLandlord may do so, howevercollecting, at Landlord’s option, the cost and expense thereof from Tenant, as Additional Rent, upon demand. Notwithstanding anything above, in all cases Section 17 or elsewhere in this Lease to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice contrary, Landlord hereby permits Tenant to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as remove at the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in end of the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenantlease term, and no such Substantial Alteration shall be made, except as long as Tenant is not then in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect default or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements breach of any Governmental Authoritymaterial provision in this Lease, any non-structural improvements, provided that Tenant and/or any Subtenant shall in each and every instance of removal reasonably repair and restore the Premises to its functional shell condition.

Alterations. Tenant shall have Not to make any improvements, alterations or additions of any nature to the right from time Premises or to time after their Conducting Media. Notwithstanding clause 3.8.1 you may with our consent (which will not be unreasonably withheld): make non-structural alterations to the completion interior of the Building(sPremises; erect a non-illuminated sign on the exterior of the Premises of a size and design approved by us displaying your name and business. If we provide consent pursuant to clause 3.8.2, you will before starting the works, if the works are substantial, provide security acceptable to us sufficient to cover the cost of reinstatement of the Premises on the expiry or determination of this lease (which for the avoidance of doubt includes any renewal thereof) and at its sole cost and expense if you do not reinstate the Premises to make additions, our reasonable satisfaction. You will (unless requested not to do so) reinstate all alterations and changes, structural additions to the Premises [carried out during or otherwise (at any addition, alteration or change involving an estimated cost up time prior to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as commencement of the Base Rent is adjusted Term] whether made pursuant to Section 4.1 hereofthis lease or any preceding tenancy of the Premises by you at the end or sooner determination of the Term to our reasonable satisfaction. Not to: do or omit to do anything which adversely affects the efficiency of the use of energy or water, being called an “Alteration” the Environmental Performance or sustainability characteristics of the Premises or the Estate, including the EPC and any addition, alterationBREEAM ratings, or change involving an estimated cost for the purposes of more than $750,000 being hereinafter called a “Substantial Alteration”) in or the CRC Scheme; make any alterations to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases Premises which would adversely affect the existing EPC rating for the Premises or the Estate; make any alterations to the following: (a) No Substantial Alteration shall Premises which would require a new EPC to be commenced except after twenty (20) days obtained unless you have demonstrated to our reasonable satisfaction that such new EPC will show an asset rating that is not less than the EPC rating existing for the Premises or the Estate prior written notice to Landlord. (b) No Alteration such alterations being carried out; obtain or Substantial Alteration shall be undertaken until Tenant shall have procured and paid forcommission an EPC in respect of the Premises as a result of the works carried out by you, unless we require you to do so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits alterations or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of Energy Performance Regulations. If you obtain an architect or engineer selected EPC, you shall promptly do so by Tenant(at our reasonable discretion), and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and either obtaining an EPC from an assessor approved in writing by such architect or engineer and reasonably approved in writing by Landlordus, such approval not to be unreasonably withheld, conditioned withheld or delayeddelayed or paying our reasonable and proper costs of obtaining an EPC for the Premises. In addition to the items mentioned in the preceding sentence, Tenant You shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made promptly supply us with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements copy of any Governmental AuthorityEPC you or any undertenant obtains or commissions in respect of the Premises or the Estate together with the energy modelling calculation file and supporting drawings (also known as the NCT file).

Alterations. 16.1 All improvements (as that term is defined in Section 17.1 of the Master Lease as incorporated into this Sublease) shall be made strictly in compliance with the terms and conditions of Section 17 of the Master Lease as incorporated into this Sublease; provided however, that, notwithstanding the terms of Section 17.1 of the Master Lease, Subtenant may construct no improvements in the Subleased Premises (including those the cost of which do not exceed Fifty Thousand Dollars ($50,000)) without the prior written consent of both Sublandlord and Master Landlord, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Sublandlord may withhold its consent in its sole and absolute discretion to any proposed improvements which would affect the structural elements of the Master Premises including, without limitation, any improvements involving a penetration of the roof membrane or structural roof. 16.2 At the expiration or sooner termination of the Sublease Term, all improvements installed by Subtenant shall be surrendered to Sublandlord as part of the realty and shall then become Sublandlord's property, and Sublandlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof. Subtenant, at any time, shall have the right to remove any movable cubicles installed in the Subleased Premises by Subtenant at its cost. Subtenant shall have the right to request Sublandlord to specify in Sublandlord's consent to any improvements (if consent is, in fact, given) whether Landlord will require Subtenant to remove Subtenant's improvements from time the Subleased Premises upon the expiration or sooner termination of this Sublease. If Sublandlord reserves such right or, if Master Landlord requires such removal, Subtenant shall remove any improvements installed by Subtenant prior to time after the completion expiration or sooner termination of the Building(s) Sublease Term and at restore the Subleased Premises to the condition in which it existed prior to the installation of such improvements. If Subtenant shall fail to remove any of its sole cost and expense to make additionstrade fixtures or personal property upon the expiration or sooner termination of the Sublease Term, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in Sublandlord may dispose of the same manner as the Base Rent is adjusted property pursuant to the provisions of Section 4.1 hereof1980 et seq. of the California Civil Code, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same such provisions may be required modified from time to time, all permits or under any other applicable provisions of California law. 16.3 Notwithstanding anything to the contrary in this Section 16 or the Master Lease, (i) Subtenant may make no improvements to the area designated on Exhibit A-1 as "Office, Administrative, Storage/Kitchen Area" without Sublandlord's consent, which consent may be withheld in Sublandlord's sole and authorizations from all municipal departments absolute discretion; and governmental sub-divisions having jurisdiction. Landlord (ii) in no event shall joinSubtenant remove, but without expense to Landlord, relocate or otherwise alter the cabling and electrical system that Sublandlord has installed in the application second floor of the Subleased Premises which includes individual tel/data connection points consisting of 2-CAT 5 jacks, 1-CAT 3 RJ45 for ISDN and 1-CAT 3 RJ11 for voice. However, Subtenant may use such permits or authorizations whenever such action is necessarycabling and systems if it so desires. (c) Any Substantial Alteration (other than alterations affecting 16.4 Subject to Master Landlord prior written approval thereof and Sublandlord's approval of the plumbingdesign thereof, heating, electrical and other Building utilities) which consent shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to Subtenant, at Subtenant's sole cost and expense, may construct a separate trash enclosure within the items mentioned in outside areas of the preceding sentenceMaster Premises; provided however, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to that such enclosure may only be located within the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations area designated for Subtenant's parking spaces and the number of parking spaces allocated for Subtenant's use hereunder shall be made with reasonable dispatch (Unavoidable Delays excepted) and in reduced by the number of parking spaces rendered unusable as a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements result of any Governmental Authoritysuch enclosure.

Alterations. Tenant Borrower shall obtain Lender’s prior written consent, which consent shall not be unreasonably withheld or delayed, to any alterations to the Improvements, the cost of which is reasonably anticipated to exceed $3,500,000 (the “Threshold Amount”) or that will have a material adverse effect on Borrower’s or Owner’s financial condition, the use, operation or value of the Property or the Net Operating Income with respect to the Property, other than (a) tenant improvement work performed pursuant to the terms of any Existing Lease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease executed after the date hereof 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 (it being understood that the foregoing provision shall not require Lender’s consent to tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Agreement) or (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 this Agreement and the Senior Loan Agreement (“Excluded Costs”). If Lender fails to respond to a request for consent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the right reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other Person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from accounts established hereunder or Excluded Costs) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to time 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: (1) cash, (2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter (if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Securitization), or (4) a Letter of Credit (provided, however, that no such security will be required if Owner has provided adequate security for the same to Senior Lender in accordance with the Senior Loan Documents). Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or from accounts established hereunder or Excluded Costs) over the Threshold Amount. Upon completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event satisfaction of Default Lender in its reasonable discretion Lender shall be continuing, subject, however, in all cases promptly return to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to LandlordBorrower such additional security. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. Tenant (1) Borrower shall have obtain Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, to any alterations to any Improvements if the right from estimated costs of all then unapproved alterations being conducted by Borrower at any one time to time after shall exceed the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subjectThreshold Amount; provided, however, in all cases that no approval shall be required for (and the calculation of the Threshold Amount shall exclude) any alterations (i) required by applicable law or (ii) subject to the following: Paragraph D of Schedule 2, required pursuant to any Permitted Lease (a) No Substantial any alteration which is subject to Administrative Agent’s consent hereunder is herein referred to as a “Major Alteration”). Any request for Administrative Agent’s approval of a Major Alteration shall be commenced except delivered to Administrative Agent together with all materials reasonably necessary for Administrative Agent to evaluate such request, and shall contain a legend in capitalized bold letters on the top of the cover transmittal stating: “THIS IS A REQUEST FOR CONSENT TO A MAJOR ALTERATION. ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS. ADMINISTRATIVE AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN ADMINISTRATIVE AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Administrative Agent fails to respond to such request within ten (10) Business Days after twenty delivery to Administrative Agent of such request, including all materials reasonably necessary for Administrative Agent to evaluate such request, by either granting its consent or withholding its consent (20) days prior written notice and, in the case of withholding consent, stating the grounds therefor in reasonable details), then Administrative Agent’s consent shall be deemed to Landlordhave been granted. (b2) No Promptly following receipt by Administrative Agent of any such request for consent to a Major Alteration or Substantial Alteration from Borrower, Administrative Agent shall supply to the Lenders a copy thereof. Notwithstanding anything in this Section 9.14 to the contrary, the prior written consent of the Required Lenders shall be undertaken until Tenant required if the estimated costs of all then unapproved alterations being conducted by Borrower at such time shall have procured and paid forexceed the Required Lenders Threshold Amount; provided, so far as however, that the same may approval of the Required Lenders shall not be required from time for (and the calculation of the Required Lenders Threshold Amount shall exclude) any alterations (i) required by applicable law or (ii) subject to timeParagraph D of Schedule 2, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdictionrequired pursuant to any Permitted Lease. Landlord The Required Lenders’ consent to any alterations requiring their consent shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition the event that the Required Lenders fail to respond to such request within ten (10) Business Days after delivery to the items mentioned Lenders of such request, including all materials reasonably necessary for the Lenders to evaluate such request, by either granting their consent or withholding their consent (and, in the preceding sentencecase of withholding consent, Tenant stating the grounds therefor in reasonable details), then the Required Lenders’ consent shall also be deemed to have been granted. (3) If and to the extent that the total costs of all alterations required by law and Paragraph D of Schedule 2 at the Project being conducted by Borrower at any time (exclusive of any alterations for which Borrower is being reimbursed by tenants pursuant to their respective Leases) exceed the Threshold Amount (the amount by which such alterations has exceeded the Threshold Amount being herein referred to as the “Excess Alterations Costs”), Borrower shall deposit with Administrative Agent, as security for the payment of the Excess Alterations Costs, either (i) cash or a Qualified Letter of Credit in the amount of the Excess Alterations Costs or (ii) a Qualified Guaranty in an amount guarantying payment of the Excess Alterations Costs. If any such cash or Qualified Letter of Credit is provided to Administrative Agent pursuant to this Section 9.14, and Borrower shall thereafter provide to Landlord Administrative Agent evidence reasonably satisfactory to Landlord as Administrative Agent that the then unpaid Excess Alterations Costs shall be less than the amount of such cash or Qualified Letter of Credit or Qualified Guaranty then held by Administrative Agent, then provided that no Event of Default exists, Administrative Agent shall, upon Borrower’s written request from time to time (but not more frequently than once per month), release such cash or release or modify such Qualified Letter of Credit to Borrower or release or modify the Qualified Guaranty to the funds available extent that the same has exceeded the then unpaid Excess Alterations Costs within ten (10) days after Borrower’s request therefor and Administrative Agent’s confirmation of the amount of the then unpaid Excess Alteration Costs. Without limitation of the foregoing, all collateral held by Administrative Agent pursuant to Tenant to complete such Substantial Alteration. (dthis Section 9.14(3) Any Alterations or Substantial Alterations at the time of payment in full of the Indebtedness shall be made with reasonable dispatch promptly returned or released (Unavoidable Delays exceptedas applicable) and to Borrower after the Indebtedness has been paid in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authorityfull.

Alterations. Tenant Borrower may, without Lender’s consent, perform (or shall cause Owner to perform) alterations to the Improvements and Equipment which are expressly permitted pursuant to Section 5.4.2 of the Senior Loan Agreement. Borrower shall not perform (or allow Owner to perform) any Material Alteration without Lender’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that Lender may withhold consent to any alteration the cost of which is reasonably estimated to exceed $1,000,000 or which is likely to result in a decrease of Net Operating Income by two and one-half percent (2.5%) or more for a period of thirty (30) days or longer. In connection with any Material Alteration: (i) at Lender’s election, if the aggregate cost for the Material Alteration is expected to exceed $500,000, (A) Lender shall have received and approved (which approval shall not be unreasonably withheld or delayed), any general contractor’s agreement, architect’s agreement and the plans and specifications for such work prepared by a licensed architect, in such instances where it is customary to have such plans and specifications prepared by a licensed architect (e.g., work of a structural nature) and (B) Lender shall have approved (which approval, including as to any reasonable list of proposed general contractors or architects submitted by Borrower, shall not be unreasonably withheld or delayed) the general contractor and architect retained for such work; (ii) Lender has the right from time to time after retain a Construction Consultant to monitor the work in question, and upon the completion of such Material Alteration Lender shall have received a report from Construction Consultant that all of the Building(swork completed has been done substantially in compliance with the approved plans and specifications and applicable Legal Requirements; and (iii) and at Lender may, as a condition to giving its sole cost and expense consent to make additionsa Material Alteration, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up require that Borrower deliver to but not exceeding $750,000, reasonably adjusted Lender security for inflation every 5 Years in payment of the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) such Material Alteration in or an amount equal to 115% of the Premises, provided no Event cost of Default shall be continuing, subjectthe Material Alteration as estimated by Lender (provided, however, in all cases to the following: (a) No Substantial Alteration shall that no such security will be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as required if Owner has provided adequate security for the same may to Senior Lender in accordance with the Senior Loan Documents). Upon substantial completion of the Material Alteration, Borrower shall provide evidence satisfactory to Lender that (A) the Material Alteration was constructed in accordance with applicable Legal Requirements and substantially in accordance with plans and specifications approved by Lender (which approval shall not be required from time to timeunreasonably withheld or delayed), (B) all permits contractors, subcontractors, materialmen and authorizations from professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens and (C) all municipal departments material Licenses necessary for the use, operation and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in occupancy of the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Material Alteration (other than alterations affecting those which depend on the plumbingperformance of tenant improvement work) have been issued. Borrower shall reimburse Lender upon demand for all out-of-pocket costs and expenses (including the reasonable fees of Construction Consultant and any architect, heating, electrical and engineer or other Building utilitiesprofessional engaged by Lender) shall be conducted under the supervision of an architect or engineer selected incurred by Tenant, and no such Substantial Alteration shall be made, except Lender in accordance with detailed reviewing plans and specifications and cost estimates prepared and approved or in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not making any determinations necessary to be unreasonably withheld, conditioned or delayed. In addition to implement the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alterationprovisions of this Section 5.4.2. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.

Alterations. The Tenant shall have will not: make any additions to the right from time Property except as permitted under this clause 3.13; or make any alteration to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in Property or to the Premises, provided no Event Conduits and/or Plant except as permitted by the provisions of Default shall be continuing, subject, however, in all cases this clause 3.13. The Tenant may make alterations to the following: Property subject to the Tenant first obtaining the written consent of the Landlord, such consent not to be unreasonably withheld or delayed and subject to the Tenant complying with the remaining provisions of this clause 3.13. Before carrying out any alterations permitted under clause 3.13.2 the Tenant will: obtain all necessary consents of any competent authority and will pay all charges of any such authority connected to or for those consents; give the Landlord drawings and written specifications in duplicate showing the proposed alterations in sufficient detail for the Landlord to consider fully the Tenant’s application for consent; enter into such covenants as the Landlord may reasonably require about the alterations; If required by the EPC Regulations the Tenant shall obtain a valid EPC in respect of any works of alteration to the Property and deliver a copy to the Landlord (atogether with details of the reference number of such EPC if not apparent from the copy) No Substantial Alteration shall be commenced except after twenty within 10 Working Days of such EPC being issued. If any alterations made by the Tenant invalidate a valid EPC for any Neighbouring Property (20or any part thereof) days held by the Landlord of which the Tenant has prior written notice to Landlord. (b) No Alteration notification or Substantial Alteration shall be undertaken until adversely affects the asset rating in any such EPC then the Tenant shall have procured indemnify the Landlord in respect of the reasonable expenses properly incurred in respect of the cost of a new and paid for, so far as valid EPC for the same may be required from time Neighbouring Property. Without limiting any other provisions of this Lease the Tenant will comply with all necessary consents of any competent authority relating to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdictionany works the Tenant carries out at the Property. Landlord shall join, but without expense to Landlord, in The Tenant will not make any connection with the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, Conduits except in accordance with detailed plans and specifications previously approved by the Landlord and cost estimates prepared and approved in writing by such architect with the appropriate consent of any competent authority, undertaker or engineer and reasonably approved in writing by Landlord, such approval not to supplier. Notwithstanding the preceding provisions of this clause 3.13 the Tenant shall without the consent of the Landlord be unreasonably withheld, conditioned entitled to: make alterations or delayed. In addition additions to the items mentioned Property which do not affect the structural integrity of any buildings on the Property; and make alterations or additions to the Plant and/or Conduits in support of the preceding sentenceuse of the Property permitted by this Lease; and install alter remove any non-structural partitioning; make minor alterations to ducting cabling ceiling and wall tiles and coverings; and install and remove rides and associated apparatus, booths and stalls and related equipment in connection with the use of the Property permitted by this Lease, provided that the Tenant shall also provide to notify the Landlord evidence reasonably satisfactory to Landlord as prior to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements commencement of any Governmental Authoritysuch alterations and shall provide (where relevant) as built drawings as soon as reasonably practicable following completion.

Alterations. Tenant Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) that may have a Material Adverse Effect, (b) the right from time to time after the completion cost of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise which (including any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, related alteration, improvement or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”replacement) is reasonably anticipated to exceed the Alteration Threshold or (c) that are structural in or to the Premises, provided no Event of Default shall be continuing, subjectnature; provided, however, in all cases that with respect to the following: items (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. and (b) No above, such approval may be granted or withheld in Lender’s reasonable discretion, and with respect to item (c) above, such approval may be granted or withheld in Lender’s sole discretion. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts (the “Alteration Security”) and as additional security for Borrower’s obligations under the Loan Documents any of the following as determined by Borrower: (i) cash, (ii) U.S. Obligations, (iii) other securities acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or Substantial Alteration (iv) a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same). Such security shall be undertaken until Tenant shall have procured in an amount equal to the excess of the total unpaid amounts incurred and paid for, so far as to be incurred with respect to such alterations to the same may be required from time Improvements over the Alteration Threshold. Notwithstanding the immediately preceding sentence to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlordthe contrary, in the application for event a Lease permits the Tenant thereunder to perform alterations without Mortgage Borrower’s consent or approval (or if the Tenant has obtained such permits consent or authorizations whenever approval from Mortgage Borrower prior to the Closing Date and Borrower has advised Lender in writing of such action is necessary. (capproval) Any Substantial and without any requirement to deliver any Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by TenantSecurity as required hereunder, and no such Substantial Tenant maintains a long term unsecured debt rating of “BBB-” or better by S&P (or an equivalent rating by the other Rating Agencies), then such Alteration Security shall not be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing required hereunder. All alterations by such architect Borrower or engineer and reasonably approved in writing by Landlord, such approval not Mortgage Borrower to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations any Improvements shall be made with reasonable dispatch (Unavoidable Delays excepted) lien-free and in a good and workmanlike manner and in compliance in all material respects accordance with all applicable permits Applicable Laws. Notwithstanding the foregoing provisions of this Section 4.21, (i) Lender hereby approves the alterations contemplated by the Fifth Amendment to Lease, provided same are completed in accordance with the terms and authorizations conditions thereof, and buildings (ii) to the extent the Lease with a Tenant remains in effect and zoning laws such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to perform any alterations explicitly set forth in such Lease (which do not require Mortgage Borrower’s consent or for which such consent was obtained from Borrower prior to the Closing Date and Borrower has advised Lender in writing of such consent) in accordance with all other Legal Requirements the express terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of any Governmental Authoritythis Section 4.21, the provisions set forth in such Lease shall govern and control.

Alterations. The Tenant shall have COVENANTS with the right from time Landlord: 6.1 not to time after erect any new building or structure on the completion Property or unite the Property with any adjoining property 6.2 not to make any addition or alteration to the exterior of the Building(s) and at Building or to any load-bearing part of the Building or its sole cost and expense roof or foundations 6.3 not to make additions, alterations and changes, structural any addition or otherwise (any addition, alteration or change involving an estimated cost up to but the Property that is not exceeding $750,000, reasonably adjusted for inflation every 5 Years prohibited by the absolute prohibitions set out in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the followingpreceding clauses unless: (a) No Substantial Alteration shall 6.3.1 the consent of the Landlord has been obtained such consent not to be commenced except after twenty (20) days prior written notice unreasonably withheld but in considering an application for consent the Landlord may take into account the effect that the addition or alteration may have on Adjoining Premises 6.3.2 all necessary consents from any competent authority have been obtained 6.3.3 the Landlord has been supplied with drawings and where appropriate a specification in duplicate prepared by an architect or member of some other appropriate profession who must supervise the work to Landlord.completion (b) No Alteration 6.3.4 the proper fees of the Landlord any superior landlord or Substantial Alteration shall be undertaken until Tenant shall mortgagee and their respective professional advisers have procured and been paid for, so far as the same may be required from time in relation to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for consent 6.3.5 such permits covenants as the Landlord may reasonably require about the carrying out of the additions and alterations have been entered into with the Landlord 6.3.6 in the case of substantial work and where the Landlord requires adequate security has been provided in the form of a deposit of money or authorizations whenever such action a bond as assurance to the Landlord that any work permitted by the Landlord is necessary.completed (c) Any Substantial Alteration (other than alterations affecting 6.4 before installing any internal demountable partitions at the plumbing, heating, Property to obtain the approval of the Landlord to the use of that type of partitioning and the subsequent installation repositioning or removal of internal demountable partitions of a style previously approved by the Landlord will not be a breach of clause 6.3 6.5 at the expiry of the Term and if requested by the Landlord to remove any demountable partitions and any addition or alteration made to the Property and to make good any part of the Property damaged by the removal 6.6 not to make any alteration or addition to the electrical and other Building utilities) shall be conducted under installation at the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, Property except in accordance with detailed plans standards prescribed by the Institution of Electrical Engineers and specifications the supply authority or to connect any apparatus to the installation that might endanger or overload it 6.7 not to connect with any Conducting Media which serve the Property unless it has obtained the approval of the relevant authority and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by the Landlord (the Landlord, such 's approval not to be unreasonably withheld, conditioned or delayed. In addition ) 6.8 not to commit any waste at the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) Property unless it is permitted by virtue of a consent under clauses 6.3 and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Governmental Authority.6.4

Alterations. The Tenant shall have not make any alterations in or additions to the right from time premises without the Landlord's advance written consent in each instance. The Landlord's decision to time after refuse such consent shall be reasonable. If the completion Landlord consents to such alterations or additions, before commencement of the Building(s) work or delivery of any materials onto the premises or into the building, the Tenant shall furnish the Landlord with plans and at its sole cost specifications, names and expense to make additionsaddresses of contractors, and necessary permits. All additions and alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (a) No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Tenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and installed in a good and good, workmanlike manner and only new, high grade materials shall be used. The Tenant hereby agrees to hold the Landlord harmless from any and all laibilities of every kind and description which may arise out of or be connected in compliance any way with said alterations or additions. Before commencing any work in connection with alterations or additions, the Tenant shall furnish the Landlord with certificates of insurance from all material respects contractors performing labor or furnishing materials insuring the Landlord against any and all liabilities which may arise out of or be connected in any way with said additions or alterations. The Tenant shall pay the cost of all such alterations and also the cost of decorating the premises occasioned by such alterations and additions. Upon completing any alterations or additions, the Tenant shall furnish the Landlord with contractors' affidavits and full and final waivers of lien covering all labor and materials expended and used provided Tenant shall not be obligated to provide waivers of lien from any contractor or materialmen supplying less than $10,000 in goods or services to the premises and Tenant shall not be obligated to submit waivers of lien from any contractor if the period for filing liens has elapsed and no lien has been filed by that contractor. All alterations and additions shall comply with all applicable permits and authorizations and buildings and zoning laws insurance requirements and with all other Legal Requirements ordinances and regulations of the City of Whitehall or any department or agency thereof, and with the requirements of all statutes and regulations of the State of Ohio or of any Governmental Authoritydepartment or agency thereof. All additions, hardware, non-trade fixtures and all improvements, including wall and floor coverings, temporary or permanent, in or upon the premises, whether placed there by the Landlord or the Tenant, shall become the Landlord's property and shall remain upon the premises at the termination of this Lease by lapse of time or otherwise without compensation or allowance or credit to the Tenant.