Common use of Alterations Clause in Contracts

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.

Alterations. Tenant The following provisions regarding alterations shall make no structural alterations, additions or improvements supplement and be in addition to the Premises without provisions of the express prior written consent of Landlord which consent Prime Lease regarding alterations: (i) SUBLESSEE'S ALTERATIONS. Sublessee shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of other physical changes in or about the Subleased Premises, or other alterations to prepare the Subleased Premises performed for its use (collectively, "ALTERATIONS"), other than decorative Alterations such as painting, wall coverings and floor coverings (collectively, "DECORATIVE ALTERATIONS"), without Sublessor's (and if required by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord Prime Lease, Landlord's) prior consent, which may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of withheld in Sublessor's and/or Landlord's consent: sole discretion. Sublessor will not unreasonably withhold its consent to Alterations so long as such Alterations (i) any alterations required to be made by it pursuant to governmental ordersare non-structural and do not affect the building systems, rules, laws, regulations, ordinances or requirements, and (ii) are performed by contractors approved by Sublessor and/or Landlord to perform such Alterations, (iii) affect only the Subleased Premises and are not visible from outside of the Subleased Premises or the Building, (iv) do not affect the certificate of occupancy issued for the Building or the Subleased Premises, (v) are consistent with the design, construction and equipment of the Building, (vi) do not adversely affect any changes service furnished by Landlord or Sublessor in its signage connection with the operation of the Building, (provided such vii) are in compliance with local ordinances all the terms of the Prime Lease and (viii) are consented to by Landlord pursuant to the terms of the Prime Lease. Notwithstanding anything to the contrary herein, all alterations by Sublessee shall be architecturally similar to the existing improvements in the building in Sublessor's reasonable judgment and all construction materials and laboratory furnishings shall be of equal or greater quality than those currently existing in the Building and any restrictive covenants affecting the Premises) or those recommended or required fume hoods and biosafety cabinets installed by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings Sublessee shall be subordinate to from the rights of Landlord under this Leasesame manufacturer.

Alterations. Tenant shall not make no structural alterations, repairs, additions or improvements or install any Cable (collectively referred to as “Alterations”) without first obtaining the Premises without the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, except Landlord’s consent shall not be required for any Alteration that Tenant may alter any wall that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building (defined in Section 5); (d) does not require work to be performed inside the walls or above the ceiling of the Premises; (e) will not create excessive noise or result in the dispersal of odors or debris (including dust or airborne particulate matter); (f) costs less than $35,000.00; and (g) does not require the issuance of a load-bearing nature without construction permit. Cosmetic Alterations shall be subject to all the consent other provisions of this Section 9.03. Prior to starting any work, Tenant shall furnish Landlord with detailed plans and specifications (which shall be in CAD format if requested by Landlord) prepared by a duly licensed architect or engineer; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building, Building Systems and vertical Cable, as may be described more fully below); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in form and amounts reasonably required by Landlord; and any security for performance in amounts reasonably required by Landlord. Tenant Landlord may make non-structural changes designate specific contractors with respect to oversight, installation, repair, connection to, and modifications removal of vertical Cable. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises without Landlord's (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. All changes to plans and specifications must also be submitted to Landlord for its approval. In the event Landlord has not responded Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to Tenant's written request for alterations within fifteen (15) days of when received, such alteration perform its obligations hereunder. Landlord’s consent shall be deemed to have been approved by Landlord. reasonably withheld if the proposed Alterations could (a) affect any structural component of the Building; (b) be visible from or otherwise affect any portion of the Building other than the interior of the Premises; (c) affect the Base Building or any Building Systems; (d) result in Landlord being required under any Laws to perform any work that Landlord could otherwise avoid or defer; (e) result in an increase in the demand for utilities or services that Landlord is required to provide (whether to Tenant agrees or to save Landlord harmless on account any other tenant in the Building); (f) cause an increase in any Insurance Expenses; (g) result in the disturbance or exposure of, or damage to, any ACM or other Hazardous Material (defined below); or (h) violate or result in a violation of any claim Law, Rule or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenantrequirement under this Lease. Tenant shall furnish such waivers reimburse Landlord for any sums paid by Landlord for third party examination of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestTenant’s plans for non-Cosmetic Alterations. Notwithstanding the foregoingIn addition, Tenant shall also pay Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to ten percent (10%) of the cost of the Alterations. Landlord may require a deposit of its estimated fees in advance of performing any review. Neither the payment of any such fees or costs, nor the monitoring, administration or control by Landlord of any contractor or any part of the Alterations shall be entitled deemed to make constitute any express or implied warranty or representation that any Alteration was properly designed or constructed, nor shall it create any liability on the following changes without necessity part of Landlord's consent: (i) any alterations required to . Landlord’s approval of an Alteration shall not be made deemed a representation by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting Landlord that the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.Alteration complies with

Alterations. The Tenant shall not make no structural alterations, additions or improvements any Alterations without complying with the following provisions: (a) The Tenant may make Alterations to the Demised Premises other than Structural Alterations and Major Alterations without the express Landlord’s prior written consent consent, but with prior Notice to Landlord as to any Alterations costing in excess of Two Million Dollars ($2,000,000). The Landlord agrees that, to the extent that any proposed Structural Alterations or Material Alterations are described on Schedule “F” hereto, the Landlord hereby consents thereto. Structural Alterations and Major Alterations shall require the Landlord’s prior consent, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned unless such Structural Alterations or Major Alterations when completed may, except that in the Landlord’s opinion, acting reasonably and in good faith, reduce the value or impair the use of the Demised Premises in which case the Landlord’s consent may be arbitrarily withheld. (b) With its request for the Landlord’s consent to any Structural Alterations or Major Alterations, the Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications shall submit to the Premises without Landlord details of the proposed Alterations including plans and specifications where applicable prepared by a qualified Architect, the estimated costs of such Structural or Major Alterations and such Alterations shall be completed materially in accordance with such plans and specifications once approved in writing by the Landlord's approval. In . (c) Unless expressly authorized in writing by the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days the contrary, all Structural Alterations shall be conducted under the supervision of when receivedan Architect retained by the Tenant and approved by the Landlord, such alteration approval not to be unreasonably withheld, delayed or conditioned. The name of the supervising Architect shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, included with the request set out in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (iSection 7.1(b) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseabove.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”; provided that this term shall not apply to the express prior Tenant Improvements, which are governed by other provisions), provided that Tenant first obtains the written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, delayed or delayed, except that Tenant may alter any wall that is not conditioned. All of a load-bearing nature without the consent of Landlord. Tenant may make following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Premises shall not be affected; (b) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Premises shall not be adversely affected; and (c) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), , which shall not be unreasonably withheld, delayed or conditioned, and which shall be given or declined within ten (10) business days. If Landlord declined to give its consent Landlord shall provide the reasons with reasonably specificity, and Tenant may resubmit a request for approval which addresses such reasons, which shall again but subject to the above-referenced 10-day provision; and (iii) cause any contractors or others engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and any other reasonably restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved established by Landlord. Tenant agrees With respect to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingall Alterations for which Landlord’s consent is required, Tenant shall also be entitled provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsAlterations is required, and (ii) any changes in its signage (provided Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such are in compliance with local ordinances and any restrictive covenants affecting Alterations at the Premises) expiration or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights termination of Landlord under this Lease.

Alterations. (a) Tenant shall perform Tenant’s Work in accordance with the provisions set forth in Exhibit B hereof, and Landlord shall make available to Tenant the Improvements Allowance specified in Section 1.7, upon and subject to the terms provided in Exhibit B hereto. (b) Landlord shall have the responsibilities in respect of the condition of the Premises and the performance of work therein provided in Exhibit B-1 hereto. (c) Subject to subsection (b) above, and subject to any Landlord’s obligation to repair and maintain the Premises set forth in the Lease, Tenant shall accept the Premises in its “AS IS” condition, and Landlord shall have no structural alterations, additions obligation to make any alterations in or improvements to the Premises in order to prepare the same for Tenant’s occupancy. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the express prior written consent of Landlord Landlord, which consent (a) may be withheld or granted in Landlord’s sole and absolute discretion with regard to any Alterations that adversely affect, require modifications to, or increase the burden of the Premises upon, the Structural and System Alterations (including the installation of any interior staircases and Alterations that impact the Building Structure and Systems) and any Alterations which are visible from the exterior of the Premises, but (b) shall not be unreasonably withheld withheld, conditioned or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications delayed with respect to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request interior Alterations typical for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestcommercial office space. Notwithstanding the foregoing, Tenant shall also be entitled have the right to make Cosmetic Changes within the following changes Premises without necessity requiring the consent of Landlord's consent. All Alterations made by Tenant shall be performed and completed: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and in accordance with all Laws; (ii) any changes lien-free; (iii) in its signage a good, competent, workmanlike and prompt manner using new or comparable materials only; (provided such are iv) on days and at times reasonably approved in writing by Landlord (which may include during business hours for particular work if and to the extent appropriate in light of the nature of the work); (v) after obtaining insurance policies meeting the requirements set forth in Section 13.2; and (vi) in compliance with local ordinances the Construction Rules and any restrictive covenants affecting Regulations (as defined in Section 6 of Exhibit B). For Tenant’s Alterations that do not constitute Cosmetic Changes, such Alternations shall further be performed and completed: (A) by a contractor reasonably approved in writing by Landlord; (B) under the Premisessupervision of an architect reasonably approved in writing by Landlord selected by Tenant and reasonably approved by Landlord; (C) in accordance with plans and specifications reasonably acceptable to Landlord without the obligation to use specifications that are higher than Building standard materials or those recommended or required by law, approved in writing at Landlord’s standard charge not to exceed $2,500; (D) after having obtained any required consent of the automobile manufacturer whose automobiles holder of any Mortgage of whom Tenant has written notice (provided that Landlord shall, upon Tenant’s written request made in connection with Tenant’s submission regarding particular Alterations, advise Tenant in writing whether consent is required under such Mortgage for such Alterations); (E) with the obligation for Tenant to deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises and the Building for all work, labor and services to be performed and materials to be furnished within fifteen (15) Business Days after the applicable portion of the Alterations are sold completed; and (F) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Lease. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged of record by Tenant in the Premisesmanner provided by applicable Law within twenty (20) days thereafter, at Tenant’s sole cost and expense. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility to construct or install the same. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). No construction supervision or administration fee shall be payable in respect of Tenant’s Work. In connection with any subsequent Alterations, Landlord shall be paid a construction supervision fee in an amount equal to three percent (3%) of the total cost of such Alteration. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD drawings showing such Alteration in place. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right right, at Tenant’s expense, to finance any alterations so remove and correct such Alterations and restore the Premises and the Building to the condition prior to the Alteration. All Alterations to the Premises or improvements permitted hereunder the Building made by either party shall immediately become the property of Landlord and may pledge its interest in this shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease as security thereforTerm; provided, however, that Tenant shall remove, at Tenant’s sole costs and expense, all Alterations and other items (including any liens granted telecommunications, security, data, computer and similar equipment, cabling and wiring) in connection the Premises or the Building, which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request by Tenant given with Tenant’s request for Landlord’s approval of such financings Alteration. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tenant shall not be required to remove Alterations consisting of standard build-out items that are typically installed by similar tenants in multi tenanted, multi story, first class office buildings, including but not limited to the following: (a) the improvements in the kitchen, any restrooms/showers and other improvements that are depicted in or similar to those in the test fits prepared by ▇▇▇▇▇▇▇ Architecture for the Premises dated April 30, 2012 and February 24, 2012 (the “Test Fits”) attached hereto as Exhibit A; and (b) improvements such as data center and gym/work out rooms, whether or not these type of improvements are depicted in the Test Fits; provided that Tenant may be required to remove interior staircases, if any, installed by Tenant and perform related restoration work. Movable furniture, furnishings and equipment shall be subordinate deemed to exclude without limitation any item the removal of which might cause material damage to the rights Premises or the Building, or which would normally be removed from the Premises with the assistance of any major tool or machinery. If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all damage and injury to the Premises or the Building caused by such removal as aforesaid, if Tenant has not completed such repair with thirty (30) days following said damage or injury or, if earlier, prior to or by the Expiration Date (as the same may be extended as herein provided) or the effective date of any earlier termination of this Lease. If such furniture, furnishings and equipment are not removed by Tenant prior to or by the expiration or earlier termination of the Lease Term, the same shall at Landlord’s option be deemed abandoned or become the property of Landlord under to be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this LeaseSection. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall pay to Landlord, all costs (including a construction management fee) incurred by Landlord in effectuating such return.

Alterations. (a) Tenant shall not, without Landlord's prior written consent, which shall not be unreasonably withheld, make any alterations, improvements or additions (hereinafter collectively referred to as "ALTERATIONS") in, on or about the Premises. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, retrieval or storage systems, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. At the expiration of the Term, (a) if Landlord, at the time of giving its consent to an Alteration, specified in writing to Tenant that such Alteration is to be removed at the expiration of the Term or (b) if Tenant failed to obtain Landlord's consent to any Alteration for which Landlord's consent is required, then in either case Tenant shall remove such Alterations and restore the Premises to its prior condition, at Tenant's expense. Other than Alterations described in items (i) and (ii) below, Tenant shall make no structural alterationsits request to Landlord for proposed Alterations in writing, additions and shall include the plans and specifications prepared by a licensed architect or improvements engineer. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the Term, require that Tenant remove all or part of the Alterations and return the Premises to the Premises without condition it was in prior to the express making of the Alterations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior written consent to the commencement of any work, the insurance coverages required by Section 13 below and to provide to Landlord, prior to the commencement of any work, certificates evidencing such insurance, which certificates shall list Landlord which as an additional insured. Notwithstanding the foregoing, Landlord's consent shall not be unreasonably withheld or delayed, except that Tenant may alter required for (i) any wall Alteration that is not of a load-bearing cosmetic nature without such as painting, wallpapering, hanging pictures and installing carpeting or (ii) any single Alteration the consent cost of Landlordwhich (labor and materials) is less than $20,000.00 and such Alteration will not affect or involve a Building system, mechanical system, or a structural portion of the Building. (b) Tenant agrees to pay promptly for any work done by Tenant or material furnished in or about the Premises, and Tenant shall not permit or suffer any lien to attach to the Premises and shall cause any such lien or any claim therefor, to be released within 30 days after notice thereof. All work done by Tenant may make non-structural changes and modifications to in or about the Premises shall comply with all Laws. (c) Tenant shall not erect or install signage at the Premises without Landlord's approval. In the event Landlord has prior written approval as to size, design, and location, which approval shall not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenantunreasonably withheld. Tenant shall furnish such waivers of liens be solely responsible to obtain all zoning approvals and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestpermits associated with Tenant's signage. Notwithstanding the foregoing, Tenant shall also be entitled is authorized to make modify and/or replace the following changes signage existing at the Premises on the Commencement Date without necessity of Landlord's consent: (i) any alterations required prior written approval so long as the size of the modified or replacement signage is not larger than the existing signage and is in the same location as the existing signage, subject in all respects to be made by it pursuant to governmental ordersLaws, rulesincluding zoning ordinances, and other local laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings of which shall be subordinate to the rights of Landlord under this LeaseTenant's responsibility.

Alterations. Section 3.1 Tenant shall not make no structural alterations, additions or improvements to the Premises any Alterations without the express Landlord’s prior written consent in each instance, provided that Tenant’s changing of Landlord which consent wall coverings, carpeting or paint shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the deemed to be Alterations requiring such consent. Landlord’s consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by granted or denied in Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor’s sole discretion; provided, however, that Landlord shall not unreasonably withhold or delay its consent to Alterations proposed to be made by Tenant, provided that such Alterations (a) are non-structural and do not adversely affect the Building Systems or services, (b) are performed only by contractors approved in writing by Landlord, (c) do not affect any liens granted part of the Building other than the Premises, (d) 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 (e) do not reduce the value or utility of the Building. Section 3.2 (a) Prior to making any Alterations, Tenant shall (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Legal Requirements to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such financings Alterations) and comprehensive public liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, and any Lessor and any Mortgagee as additional insureds, and (v) with respect to any Alteration costing more than $50,000.00 to complete, furnish to Landlord such evidence of Tenant’s ability to complete and to fully and completely pay for such Alteration as is satisfactory to Landlord. All Alterations shall be subordinate to performed by Tenant at Tenant’s sole cost and expense (A) in a good and workmanlike manner using new materials of first class quality, (B) in compliance with all Legal Requirements, and (C) in accordance with the rights plans and specifications previously approved by Landlord. Tenant shall at its cost and expense obtain all approvals, consents and permits from every Governmental Authority having or claiming jurisdiction prior to, during and upon completion of such Alterations. Tenant shall promptly reimburse Landlord, as Additional Rent and upon demand, for any and all costs and expenses incurred by Landlord under this Leasein connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration.

Alterations. Except for non-structural Alterations that (i) do not exceed $40,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require irreparable penetrations into the floor, ceiling or walls, (v) do not require work within the walls, below the floor or above the ceiling, (vi) do not require a permit and (vii) do not require a roof penetration, Tenant shall not make no structural alterations, additions or improvements permit any Alterations in or to the Premises without the express prior written consent of Landlord first obtaining Landlord’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, except Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant may alter shall obtain Landlord’s prior written approval of any wall contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, and (iv) Tenant shall reimburse to Landlord all costs and expenses incurred in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary. Upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction, it being agreed that no additional security is not required for Tenant’s Initial Alterations described below. Any Alteration by or on behalf of a load-bearing nature Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the consent Alteration shall, at Landlord’s option, either remain on the Premises and become the property of LandlordLandlord or be removed by Tenant, in which event Tenant will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to any Alterations being performed by, for, or on behalf of, Tenant, Landlord will notify Tenant in writing whether Tenant is required to remove the specific Alteration(s) at the expiration or termination of this Lease. Tenant may make non-install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural changes and modifications portion of the Premises, any Building System or any other equipment or facilities serving the Building or any occupant. Notwithstanding any provision of this Lease to the Premises without Landlord's approval. In the event Landlord has contrary, Tenant shall not responded make or cause to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless made any roof penetration on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. which would affect the roof warranty, and Tenant shall furnish such waivers not make or cause to be made any roof penetration without use of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestLandlord’s designated roof contractor. Notwithstanding the foregoing, Landlord approves Tenant’s plans of initial alterations, as depicted on the floor plan attached hereto as Exhibit F (the “Initial Alterations”) and Tenant’s use of Iron Construction as the general contractor; provided, however, Tenant shall obtain and comply with all permits and approvals necessary for the Initial Alterations and Tenant shall construct the Initial Alterations substantially in compliance with the plans attached hereto as Exhibit F. Tenant’s Initial Alterations shall be performed pursuant to this Section 12. Landlord also be entitled approves Tenant’s intention to make convert the following changes without necessity of Landlord's consent: unfinished warehouse/storage area located in the Building to improved office space, at a later date during the Term, if at all; provided, however, (i) any alterations Tenant shall be required to obtain Landlord’s prior written consent to plans for such conversion, which consent shall not be made unreasonably withheld, conditioned or delayed, (ii) Tenant shall obtain and comply with all permits and approvals necessary for such conversion, and (iii) Tenant shall make the conversion in compliance with the plans therefor converting the warehouse space into office space with similar characteristics as the existing office space, with such plans reasonably approved by it pursuant to Landlord (the “Warehouse Conversion”). Upon the delivery of (i) evidence of the completion of the Warehouse Conversion evidenced by proof of the final inspection and approval of the Warehouse Conversion by the appropriate governmental ordersagency of the City of Sunnyvale, rules, laws, regulations, ordinances or requirements, California and (ii) delivery of final lien waivers from all contractors and suppliers of materials for the Warehouse Conversion, Landlord shall, within thirty (30) days of receipt thereof, deliver to Tenant one hundred thousand dollars ($100,000.00) (the “Allowance”) to reimburse Tenant for its third party out-of-pocket costs (including, without limitation, governmental permit fees) incurred for the Warehouse Conversion. Any and all costs incurred by Tenant in excess of the Allowance are ▇▇▇▇▇▇’s obligation. If Landlord fails to deliver the Allowance to Tenant within thirty (30) days of Tenant’s separate written demand therefore, along with the foregoing required documentation, and provided Landlord has not notified Tenant of any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting objection to the Premises) Allowance submittal invoices or those recommended the foregoing required documentation or required by the automobile manufacturer whose automobiles are sold on the Premises. dispute relating thereto, then Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest offset such unpaid amount against Tenant’s obligation to pay Rent until the Allowance is exhausted in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasefull.

Alterations. Without first obtaining the written consent of Landlord, Tenant shall not make no structural alterations, additions or improvements cause to be made to the Premises without any addition, renovation, alteration, reconstruction or change (collectively, “Alterations”) (a) involving structural changes or additions, (b) affecting the express exteriors of any building, or (c) cost more than $40,000 individually or, when added to all prior written Alterations for the preceding 12 months, cost more than $100,000. If Landlord’s consent is required, then Tenant shall submit to Landlord detailed plans and specifications for all proposed Alterations when requesting Landlord’s consent of such proposed Alterations. Tenant shall comply with all conditions which may be reasonably imposed by Landlord, including but not limited to Landlord’s reasonable approval of all contractors or construction techniques (but Landlord may not unreasonably impose such restrictions) and, if the estimated cost of the design and construction of the alterations exceeds $500,000, the establishment of security for payment of such amounts, and Tenant shall reimburse Landlord for architectural, engineering, or other consulting costs which consent reasonably may be incurred by Landlord in determining whether to approve any such Alterations. Tenant shall, before commencing any Alterations, at Tenant’s sole cost, (i) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall not comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) if the cost of the Alteration exceeds $500,000, obtain and deliver to Landlord (unless this condition is waived in writing by Landlord) a lien and completion bond in an amount equal to 125% of the estimated cost of the proposed Alterations, to insure Landlord against any liability for mechanics’ liens and to ensure completion of the work, (iii) obtain (and deliver to Landlord proof of) reasonably adequate insurance, including workers compensation insurance, with respect to the individuals and entities installing or involved with such Alterations (which insurance Tenant shall maintain in force until completion of the Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be unreasonably withheld or delayedsurrendered with the Premises on termination of this Lease, except that Landlord may, at its election, require Tenant may alter to remove any wall that is not or all of a load-bearing nature without the consent of Landlord. Alterations, by so notifying Tenant; but Tenant may make non-structural changes and modifications shall only be obligated to remove or restore Alterations made to the Premises without by Tenant if either Landlord did not receive a request from Tenant for consent to the Alterations (and notifies Tenant prior to the expiration of this Lease that such removal will be required if Landlord was aware of the Alteration before such expiration date) or Landlord's approval. In , at the event time Landlord has not responded to Tenant's written request for alterations within fifteen (15) days grants its consent therefor, states in writing that they must be removed or restored upon expiration or earlier termination of when received, such alteration shall be deemed to have been approved by Landlordthis Lease. Tenant agrees may, at its option, remove or restore any Alterations that Tenant is required or permitted to save Landlord harmless remove or restore at any time on account or before the expiration or earlier termination of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenantthis Lease. Tenant shall furnish such waivers notify Landlord of liens and appropriate affidavits from the general contractor or subcontractors as commencement date for all construction at least five (5) days prior to constructing any Alterations in order to allow Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled an opportunity to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold post a notice on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasenon-responsibility.

Alterations. Tenant shall not make no structural alterations, additions or improvements to the Premises or other portions of the Property after the Commencement Date which are not part of the initial Tenant’s Work provided for herein (collectively referred to as “Alterations”) without first obtaining the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is . If Landlord does not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded respond to Tenant's written ’s request for alterations consent within fifteen ten (1510) days of when receivedbusiness days, such alteration Landlord shall be deemed to have been approved granted its consent. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and Installing carpeting; (2) is not visible from the exterior of the Premises or Property; (3) will not affect the systems or structure of the Property; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises (other than installation of telephone, computer, data transmission, internet and other telecommunications cables and wires). However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section 9.3. Prior to starting work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord: names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Property systems); necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or Material changes to the Premises performed by Tenant. Tenant shall furnish such waivers of liens plans and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall specifications must also be entitled submitted to make Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the following changes without necessity of Landlord's consent: (i) any alterations required to be made quality designated by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting Landlord as the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on minimum standard for the Premises. Tenant Landlord may designate reasonable rules, regulations and procedures for the performance of work, in the Premises and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to finance any alterations or improvements permitted hereunder and designate the time when Alterations may pledge its interest in this Lease as security therefor; providedbe performed. Tenant shall reimburse Landlord within thirty (30) days after receipt of an invoice for reasonable sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations, however, provided that any liens granted in connection with no such financings reimbursement shall be subordinate due with respect to Tenant’s initial Alterations in the rights Premises. Upon completion, Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of lien and receipted bills covering all labor and materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord’s approval of an Alteration shall not be a representation by Landlord under this Lease.that the Alteration complies with applicable Laws or will be adequate for Tenant’s use. CONOCO ▇▇▇▇▇▇▇▇, 1144 EASTLAKE LEASE PAGE 7 SEPTEMBER 12, 2003

Alterations. Tenant will not paint, decorate or change the architectural treatment of any part of the exterior of the Premises or construct any changes to the interior of the Premises, without Landlord’s prior written approval thereto, and will promptly remove any paint, decoration, alteration, addition or changes applied or installed without Landlord’s approval or take such other action with respect thereto as Landlord directs. Tenant shall not make no any structural alterations, additions or improvements changes to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have may, at its own cost and expense erect shelves, bins, racks and removable (i.e., not attached to the right realty) trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided such items do not alter the basic character of the Premises, do not damage the Premises, may be removed without injury to finance the Premises and the construction, erection and installation thereof complies with all legal requirements and other provisions of this Lease. If Landlord grants consent to any requested alterations, the alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate performed in a good, workmanlike and lien free manner in accordance with all applicable legal requirements and any restrictions which may be imposed by Landlord as a condition to its consent. All alterations, changes, additions and all leasehold improvements made by Tenant or made by Landlord on Tenant’s behalf and all fixtures installed by Tenant which are not Trade Fixtures are herein collectively referred to as “Tenant Additions”, and shall be the rights property of Landlord under this LeaseLandlord. Such Tenant Additions shall not be removed by Tenant on, before or following expiration or termination of the Lease without Landlord’s consent except as may be required pursuant to Section 27.1.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that Tenant first obtains the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not . All of a load-bearing nature without the consent of Landlord. Tenant may make following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises without interior of the Premises; (c) subject to the modifications approved by Landlord in writing to the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”) which are part of the Tenant Improvements, the proper functioning of the HVAC, sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord's , regarding the performance and installation of the Alterations; and (e) Tenant shall have provided Landlord with reasonably detailed plans for such Alterations in advance of requesting Landlord’s consent. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s reasonable expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), which approval shall not be unreasonably withheld or delayed; and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10.2 above) and workers’ compensation insurance. In Such insurance policies shall satisfy the event obligations imposed under Section 10.2. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable, non-discriminatory rules and regulations or any other reasonable restrictions that Landlord has not responded may impose on the Alterations. Tenant shall cause the Alterations to Tenant's written request he diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved the Property reasonably established by Landlord. Tenant agrees shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to save any Alterations is required, and Landlord harmless on account provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of any claim or lien this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingTerm, Tenant shall also be entitled to make responsible for the following changes without necessity maintenance of Landlord's consent: appropriate commercial property insurance (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (iiSection 10.2) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, if Landlord shall not require that any liens granted in connection with Tenant remove the Alterations, such financings Alterations shall constitute Landlord’s Property and Landlord shall be subordinate responsible for the insurance thereof, pursuant to the rights of Landlord under this LeaseSection 10.1.

Alterations. Tenant shall not make no structural alterations, repairs, additions or improvements or install any Cable in or to the Premises (collectively referred to as “Alterations”) without first obtaining the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed, except provided that Tenant may alter (1) the outside appearance or the strength of the Building shall not be affected; and (2) the structural parts of the Building and the proper functioning of the Building shall not be adversely affected. However, Landlord’s consent shall not be required for any wall Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the structure of the Building or require a building permit; and (d) the cost of such Alterations (or a related series of Alterations) does not exceed $25,000.00. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.03. All non-Cosmetic Alterations, including, without limitation, the Initial Alterations, shall be performed by a licensed General Contractor approved by Landlord in its sole discretion, each charging commercially competitive rates, provided, however, Landlord may designate specific contractors with respect to specific structural items. Prior to starting any non-Cosmetic Alterations, including, without limitation, the Initial Alterations, Tenant shall furnish Landlord, for its approval, the proposed plans and specifications; names of proposed contractors and sub-contractors; required permits and approvals; evidence of contractor’s and subcontractor’s insurance (including workers’ compensation insurance) in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner, in accordance with all applicable Laws and using new materials of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been quality reasonably approved by Landlord. Tenant agrees to save shall reimburse Landlord harmless on account for any sums paid by Landlord for third party examination of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant’s plans for Alterations. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingIn addition, Tenant shall also be entitled pay Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to make 10% of the following changes without necessity cost of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasenon-Cosmetic Alterations.

Alterations. Tenant Supplementing the terms and conditions of Article 3 and the Rules and Regulations, as the same may be amended: (A) TENANT, at its sole cost and expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of any alterations, improvements or other work (including demolition) undertaken by TENANT in and to the demised premises (“TENANT Changes”) and for final approval thereof upon completion (including all necessary sign-offs), and shall cause TENANT Changes to be performed in compliance therewith and with all applicable laws and requirements of insurance bodies, and in good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations in the building. All contractors, subcontractors and others engaged in TENANT Changes (including, but not limited to, those performing electrical and plumbing work) shall be subject to the approval of OWNER, which approval shall not be unreasonably withheld, provided that the same are not likely to cause any labor disharmony. Notwithstanding the foregoing, TENANT shall be obligated, at its cost and expense, to employ OWNER’s supervising engineer and designated contractors for any alterations and improvements or other work which involves or relates to the building’s electrical system and/or fixtures, or the ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Life and Safety Code, including, but not limited to, the building’s Class E system and sprinkler system; without limiting the foregoing, in the event that TENANT performs any future alterations, TENANT, at its cost and expense, agrees to install all necessary exit lighting, strobe lights and smoke detector equipment as required in connection with such future alterations under the above stated code(s) and other applicable laws and regulations. Prior to commencing any TENANT Changes, TENANT shall first give to OWNER written notice thereof which shall include four (4) copies of the plans and specifications for the proposed TENANT Changes prepared by TENANT’s architect and/or engineer, as the case may be (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for OWNER and OWNER’s consultants to reasonably assess the proposed TENANT Changes, and, upon completion of TENANT Changes, shall furnish OWNER with “as-built” plans prepared by TENANT’s architect showing the entire demised premises and any permitted TENANT Changes outside thereof. OWNER agrees not to unreasonably withhold its consent to any TENANT Changes which are interior and non-structural, and do not affect any of the building’s systems or operations, or any of the windows, or areas visible from the public portions of the demised premises OWNER agrees that TENANT may perform painting of walls without OWNER’s consent, on at least seven (7) days prior notice to Owner, but TENANT acknowledges that any floor treatment or covering (including, but not limited to, staining, tiling and/or carpeting (but not area rugs)) shall require OWNER’s prior written consent. (B) In no event shall TENANT commence any TENANT changes before OWNER has approved the same, OWNER has received true copies of the applicable governmental permits and approvals issued in connection therewith, as well as the insurance in form and content as required by this Lease, and TENANT has paid any out-of-pocket fees, costs and expenses incurred by OWNER to date in connection with said TENANT Changes. All TENANT Changes shall be performed in such manner as not to unreasonably interfere with and not to impose any direct or indirect additional expenses upon OWNER in the maintenance or operation of the building. Throughout the performance of TENANT Changes, TENANT, at its cost and expense, shall carry, or cause to be carried, workmen’s compensation insurance in statutory limits and general liability insurance for any occurrence in or about the building, in which OWNER and its agents (and any other parties required by OWNER) shall be named as parties insured, in such limits as OWNER may reasonably prescribe, with insurers reasonably satisfactory to OWNER. TENANT shall furnish OWNER, on request, with satisfactory evidence that such insurance is in effect at or before the commencement of TENANT Changes and, at reasonable intervals thereafter during the continuance of TENANT’S Changes. If any of TENANT Changes shall involve the removal of any fixtures, equipment or other property in the demised premises which are not TENANT’S moveable office furniture and trade fixtures, such fixtures, equipment or other property shall be promptly replaced, at TENANT’S cost and expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless OWNER shall otherwise expressly consent in writing and TENANT shall, upon OWNER’S request, deliver, at TENANT’S cost and expense, any such fixtures, equipment or property so removed to OWNER or to such locations in New York City as OWNER shall direct. Except as otherwise expressly provided herein, the provisions of Article 3 shall apply to any of TENANT Changes made hereunder. In the event of any such installations or alterations whether made pursuant to Article 3 or otherwise, TENANT acknowledges that OWNER does not consent and TENANT shall not allow the reservation of any title to or a security interest in such goods. (C) TENANT agrees that it shall not exercise any of its rights pursuant to the provisions of this Article in any manner which could result in or threaten any work stoppage, picketing, labor disruption or dispute or violate OWNER’S union contracts affecting the land and/or building, or lead to interference with the business of OWNER or any lessee or occupant of the building, and a violation hereof shall be deemed a material default under this Lease; provided that no default shall be deemed to exist if TENANT utilizes contractors selected by OWNER. In the event of the occurrence of any condition described above arising from the exercise by TENANT of its rights pursuant to the provisions of this Article, TENANT shall, immediately upon notice from OWNER, cease the manner of exercise of such rights giving rise to such conditions. In the event TENANT fails to cease such manner of exercise of its rights as aforesaid, OWNER, in addition to any rights available to it under this Lease and pursuant to law, shall have the right to injunction upon notice to the office of TENANT’S attorney, which notice, notwithstanding anything to the contrary contained elsewhere herein, shall be effective and deemed given when hand delivered, or delivered by facsimile or email transmission, to the offices of TENANT’S attorneys. (D) TENANT, at its cost and expense, and with due diligence and dispatch, shall, within fifteen (15) business days after issuance, procure the cancellation or discharge of record of each and all notices of violation arising from or otherwise connected with TENANT Changes or TENANT’S operations which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. TENANT shall defend, indemnify and save harmless OWNER and its agents from and against any and all mechanic’s and other liens filed in connection with TENANT Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the demised premises and against all costs, expenses and liabilities incurred in connection with any such lien, security deposit, conditional sale or chattel mortgage or any action or proceeding brought thereon. Notwithstanding anything to the contrary contained in Article 3, TENANT, at its cost and expense, shall likewise procure the satisfaction or discharge of record of all mechanic liens by bonding or otherwise within fifteen (15) business days after the filing of any such lien. Notice is hereby given that TENANT has no power, authority or right to do any act or make no structural any contract which may create or be the foundation for any lien upon the fee or leasehold estate of the OWNER in the demised premises or upon the land or building of which they are a part or the improvements now or hereafter erected upon the demised premises or the land or the building of which they are a part. If TENANT shall fail to procure the satisfaction or discharge of all liens as hereinabove provided, OWNER may, without having to contest the validity or amount of any such lien, pay (and/or utilize the TENANT’s security deposit to pay) the amount of such lien or discharge the same by deposit or by bond or in any manner according to law, and pay any judgment recovered in any action to establish or foreclose such lien or order, and any amount so paid, together with any fee, costs and expenses incurred by the OWNER, (including all reasonable attorney’s fees and disbursements incurred in and the defense of any such action, bonding or other proceeding) shall be payable by TENANT as additional rent hereunder. TENANT’S failure to repay OWNER within fifteen (15) days of written demand therefor shall constitute an Event of Default under this Lease. (E) All alterations, additions or improvements to the Premises without demised premises, including those installed by and at the express prior written cost and expense of TENANT, in accordance with the terms of Articles 3 and 48 hereof, shall become the property of the OWNER and remain upon the expiration or sooner termination of this Lease, except that all furnishings, business equipment (including but not limited to audio visual and information technology equipment) unattached trade fixtures and other moveable personal property items shall belong to TENANT and may be removed by TENANT at the expiration or earlier termination of this Lease, provided that any damage to any area in which any of the same were located, whether such damage was caused by attachment or any other method of installation, shall be repaired and restored to match the surrounding areas. (F) Whenever TENANT requests OWNER’s consent or approval to TENANT CHANGES or to any other matter or thing requiring OWNER’s consent or approval, then OWNER, as a condition precedent to considering such request, may require (in addition to any other requirements of Landlord which consent OWNER in connection therewith) that TENANT pay the reasonable fee of OWNER’s attorneys, architect and/or engineer in connection with the consideration of such request, the preparation of any documents pertaining thereto, and/or the monitoring of said CHANGES. (G) Notwithstanding anything to the contrary in Article 3, Tenant shall not be unreasonably withheld required to remove such alteration at or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications prior to the Premises without expiration of the term of this Lease, except, at Landlord's approval’s option, “Specialty Alterations” (as hereinafter defined) which Landlord may require to be removed (and any damaged areas affected by such removal repaired) by Tenant at Tenant’s sole cost and expense at the expiration or sooner termination of this Lease. As used herein, “Specialty Alterations” shall be any alterations not customarily undertaken in the typical construction of office space and require incremental increases in demolition costs for the removal thereof, but shall specifically include but not be limited to the following: (a) beam cuts, slab penetrations and floor openings, (b) raised, reinforced, or special flooring, and (c) data centers, and vaults. Landlord shall advise Tenant as to whether it will require removal of any Specialty Alteration prior to the installation thereof provided Tenant sends notice to Landlord of the intended Specialty Alteration and plans and specifications therefor, which notice includes the following specific language in bold capital letters on the face page of Tenant’s notice: “WE HEREBY REQUEST THAT YOU ADVISE US AT THIS TIME WHETHER YOU DEEM THE PROPOSED ALTERATION TO BE A “SPECIALTY ALTERATION,” AND, IF SO, WHETHER YOU REQUIRE THAT THE SAME BE REMOVED AND THE PREMISES RESTORED TO THE CONDITION EXISTING PRIOR TO SAID SPECIALTY ALTERATION AT THE EXPIRATION OR SOONER TERMINATION OF THE LEASE FAILURE TO NOTIFY TENANT WITHIN TEN (10) DAYS THAT REMOVAL AND RESTORATION IS REQUIRED WILL CONSTITUTE LANDLORD’S AGREEMENT THAT SUCH ALTERATION MAY REMAIN UPON EXPIRATION OF THE LEASE.” In the event Tenant strictly complies with the foregoing and Landlord has does not responded state in its response to Tenant's written ’s request for alterations that Landlord deems the alteration to be a Specialty Alterations and requires its removal, Tenant shall not be required to remove said alteration at the expiration of this Lease. Notwithstanding anything to the contrary contained elsewhere in this Lease, Specialty Alterations required by Landlord to be removed shall be removed within fifteen the last thirty (1530) days of when received, such alteration the term. No portion of OWNER’S Work shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseconsidered a specialty alteration.

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord which Landlord’s consent shall not be unreasonably withheld or delayedrequired for any Alteration that satisfies all of the following criteria: a) is of a cosmetic nature such as wallpapering, except that Tenant may alter any wall that painting hanging pictures and installing carpet; b) is not visible from the outside of the Building or Premises; c) will not affect the systems and structures of the Building; d) does not require work to be performed inside the walls or above the ceiling of the Premises ; and e) costs less than $10,000 as a load-bearing nature without single project. For all other Alterations, Landlord shall not unreasonable withhold or delay consent and shall respond top Tenant’s written request for consent within ten (10) business days after receipt from Tenant that such notice is required. All of the consent of following shall apply with respect to all Alterations unless otherwise approved in writing by the Landlord. Tenant may make : (a) the Alterations are non-structural changes and modifications the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises without interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord's , regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, rnaterialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. In Such insurance policies shall satisfy all obligations imposed under Section 10.1. Tenant shall cause the event Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord has not responded may impose on the Alterations. Tenant shall cause the Alterations to Tenant's written request be diligently performed in a good and workmanlike manner, using materials and equipment at least equal in quality and class to the standards for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved the Property established by Landlord. Tenant agrees With respect to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingall Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental – 10 – permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be entitled to make responsible for the following changes without necessity maintenance of Landlord's consent: appropriate commercial property insurance (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (iiSection 10.2) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, if Landlord shall not require that any liens granted in connection with Tenant remove the Alterations, such financings Alterations shall constitute Landlord’s Property (defined below) and Landlord shall be subordinate responsible for the insurance thereof, pursuant to the rights of Landlord under this LeaseSection 10.1.

Alterations. Tenant shall make no structural alterations, additions or improvements Any Alterations to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved at Tenant’s sole cost and expense, and made in compliance with all applicable Laws and all reasonable requirements requested by Landlord. Tenant agrees Prior to save Landlord harmless on account of any claim or lien of mechanicsstarting work, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers Landlord with: (1) plans and specifications (which shall be in CAD format if requested by Landlord); (2) either (a) the name of liens and appropriate affidavits from 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, the managing agent for the Building and such other persons or entities as Landlord may reasonably request, as additional insureds; and (6) any security for payment in performance and amounts reasonably required by Landlord. Notwithstanding If any Alteration requires the foregoingremoval of asbestos, an appropriate asbestos disposal plan, identifying the proposed disposal site of all such asbestos, must be included with the plans and specifications provided to 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 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 shall not be deemed a representation by Landlord that the Alteration complies with Law. In addition, Tenant shall also be entitled pay Landlord a fee for Landlord’s oversight and coordination of any Alteration (a “Coordination Fee”) equal to make five percent (5%) of the following changes without necessity total costs of the Alteration, to the extent the costs of the Alteration is equal to or 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 $250,000 in any calendar year. Upon completion, Tenant shall furnish Landlord with all completion conditions described in Exhibit G. Landlord will notify Tenant at the time of Landlord's consent: (i) ’s consent to any alterations required such Alterations as to whether Landlord requires their removal at Tenant’s cost at the 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 may, but shall not be obligated to, remove the Alterations at the expiration of the Term. All Alterations shall be made by it pursuant to governmental ordersin a good and workmanlike manner, rules, laws, regulations, ordinances or requirements, in accordance with the terms of Exhibit G and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises▇▇▇▇▇▇▇▇’s then-current guideline for construction. Tenant shall have maintain appropriate liability and builders’ risk insurance throughout the right construction. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against any and all claims for injury to finance or death of persons or damage or destruction of property arising out of or relating to the performance of any alterations Alterations, Limited Improvements and Tenant Improvements performed by or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; providedon behalf of Tenant, however, that or any liens granted in connection with such financings shall be subordinate recorded against the title of the property, except to the rights extent such claims are caused by the gross negligence or willful misconduct of Landlord under this Leaseor 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 may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that Tenant first obtains the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayedLandlord, except that Tenant may alter does not have to request Landlord’s consent for any wall Alterations that is not are purely cosmetic and non-structural, and cost less than $50,000.00 per project. All of a load-bearing nature without the consent of Landlord. Tenant may make following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises without interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord's , regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. In Such insurance policies shall satisfy all obligations imposed under Section 10.2. Tenant shall cause the event Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord has not responded may impose on the Alterations. Tenant shall cause the Alterations to Tenant's written request be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved the Property established by Landlord. Tenant agrees With respect to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingall Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be entitled to make responsible for the following changes without necessity maintenance of Landlord's consent: appropriate commercial property insurance (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (iiSection 10.2) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, if Landlord shall not require that any liens granted in connection with Tenant remove the Alterations, such financings Alterations shall constitute Landlord’s Property (defined below) and Landlord shall be subordinate responsible for the insurance thereof, pursuant to the rights Section 10.2. Landlord shall not charge Tenant any oversight, management, administrative or other fee for any Alterations or approvals of Landlord under this LeaseAlterations.

Alterations. (a) Except as otherwise set out in Section 5.1(f), Tenant shall not make no structural alterationsor permit to be made any Alterations without Landlord's prior written consent. Reference is made to Exhibit "G" hereto, additions or improvements which contains the Tenant Design and Construction Standards applicable to the Premises Building, which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and additions thereto. (1) Prior to making any such Alterations, Tenant shall (i) submit to Landlord two (2) sets of detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Requirements for each proposed Alteration, and Tenant shall not commence any such Alteration without the express prior written consent first obtaining Landlord's approval of Landlord such plans and specifications, which consent approval shall not be unreasonably withheld or delayed, except that Tenant (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof of worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may alter reasonably approve, naming Landlord and its agents, any wall that Lessor and any Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as built" plans and specifications for such Alterations. All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, Restrictive Covenants, and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, any such Alteration for which the cost of labor and materials (as estimated by Landlord's architect, engineer or contractor) is not in excess of Seventy-Five Thousand Dollars ($75,000.00), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be performed only under the supervision of a load-bearing nature without licensed architect satisfactory to Landlord. (2) Landlord reserves the consent right to disapprove any plans and specifications in whole or in part, to reserve approval of Landlord. items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant may make non-structural changes and modifications making revisions to the Premises without Landlordplans and specifications or supplying additional information; provided, however, that Landlord shall be reasonable in its exercise of these rights. Additionally, Landlord shall be deemed to have approved Tenant's approval. In the event plans and specifications if Landlord has not responded fails to respond to Tenant's written request for alterations plans and specifications within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord's receipt thereof. Tenant agrees to save that any review or approval by Landlord harmless on account of any claim plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or lien of mechanics, materialmen warranty whatsoever to Tenant or any other party, in connection Person with any alterations, additions or improvements of or respect to the Premises adequacy, correctness or sufficiency thereof or with respect to Requirements, Restrictive Covenants or otherwise. (c) Alterations shall be performed by at Tenant. Tenant shall furnish 's expense and at such waivers of liens times and appropriate affidavits from the general contractor or subcontractors in such manner as Landlord may from time to time reasonably requestdesignate, unless, at the time of the Alterations, Tenant is the only occupant of the Building and Building No. 2, in which event, Tenant may control the times and manner (but always in accordance with all Requirements) to perform the Alterations. All Alterations shall become a part of the Building and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's consent. Notwithstanding the foregoing, however, Landlord, upon notice given at least sixty (60) days prior to the Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations (other than those comprising part of Building Standard Condition) and to repair and restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. All Tenant's Property shall remain the property of Tenant and, unless Landlord and Tenant shall also agree otherwise, on or before the Expiration Date shall, at Tenant's cost, be entitled removed from the Premises by Tenant, and Tenant shall repair and restore in a good and workmanlike manner to make Building Standard Condition (reasonable wear and tear excepted) any damage to the following changes without necessity Premises or the Building caused by such removal. The provisions of this Section 5.1(c) shall survive the expiration or earlier termination of this Lease. (1) All Alterations shall be performed, at Tenant's sole cost and expense, by contractors, subcontractors or mechanics approved by Landlord in Landlord's consent: reasonable discretion. (2) Notwithstanding the foregoing, with respect to any Alteration affecting any Building Systems, (i) any alterations Tenant, if required to be made by it pursuant to governmental ordersLandlord, rules, laws, regulations, ordinances shall employ Landlord's or requirementsthe Manager's designated contractor, and (ii) the Alteration shall, if required by Landlord, at Tenant's expense, be designed by either Landlord's or the Manager's engineer. (1) 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 canceled or discharged by Tenant, at Tenant's expense, within twenty (20) days after such lien shall be filed, by payment or filing of the bond required by law, and Tenant shall indemnify and hold Landlord harmless from and against any changes and all costs, expenses, claims, losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in its signage addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such mechanic's lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any of the aforesaid charges and for all expenses of Landlord (including, but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or in procuring the discharge of said lien, with interest on all such amounts at the maximum legal rate of interest then chargeable to Tenant from the date of payment, shall be repaid by Tenant within ten (10) days after written demand therefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent. (f) Notwithstanding anything to the contrary set forth in this Article V, Tenant, without Landlord's consent, is permitted to make Alterations to the Premises which relate only to the cosmetic appearance, nonstructural components, and/or non-load-bearing portions of the Premises (and which do not affect the structural and/or load-bearing elements of the Building or the Building Systems), provided such are Alterations do not cost, in compliance with local ordinances and the aggregate, more than Seventy-Five Thousand Dollars ($75,000.00) during any restrictive covenants affecting twelve (12) month period during the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the PremisesTerm. Section 5.2. Tenant shall have reimburse Landlord, within five (5) Business Days after demand therefor, for any reasonable out-of-pocket expense incurred by Landlord for reviewing the right plans and specifications for any Alterations or inspecting the progress of completion of the same. Section 5.3. Landlord, at Tenant's expense, and upon the request of Tenant, shall join in any applications for any permits, approvals or certificates required to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such financings application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be subordinate obligated to incur any cost or expense or liability in connection therewith. Section 5.4. Tenant shall furnish to Landlord copies of records of all Alterations and of the cost thereof within fifteen (15) days after the completion of such Alterations. Section 5.5. TENANT HEREBY ACCEPTS THE PREMISES "AS IS, WHERE IS," AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE. Section 5.6. 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 the Premises, whether in connection with any Alteration or otherwise, if such employment would unreasonably interfere or cause any unreasonable conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or of any other property owned by Landlord. In the event of any such unreasonable interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. Section 5.7. During the course of any Alteration and any construction by Landlord, whether on the Land or on any real property adjacent to the rights of Land, Landlord under this Leaseand Tenant shall cooperate with each other, and shall cause their contractors and subcontractors to cooperate, so as to minimize interruption and interference with each other's construction activities.

Alterations. Tenant shall not make no structural alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building (collectively referred to as “Alterations”) without first obtaining the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, except Landlord’s consent shall not be required for any Alteration that Tenant may alter any wall that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) is not visible from the exterior of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approvalor Building; (3) will not affect the systems or structure of the Building; (4) does not require work to be performed inside the walls or above the ceiling of the Premises; and (5) the cost is not in excess of $50,000.00 in any one calendar year. In However, even though consent is not required, the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days performance of when received, such alteration Cosmetic Alterations shall be deemed subject to have been approved by Landlord. Tenant agrees all the other provisions of this Section IX.C. Prior to save Landlord harmless on account of any claim or lien of mechanicsstarting work, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers Landlord with plans and specifications reasonably acceptable to Landlord; names of liens and appropriate affidavits from the general contractor or subcontractors as contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Building systems provided that if such contractors are affiliated or related to Landlord or its affiliates then such contractors must charge competitive market rates); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably requestrequired by Landlord; and any security for performance that is reasonably required by Landlord (provided that no security shall be required for the Tenant Improvements). Notwithstanding Changes to the foregoing, Tenant shall plans and specifications must also be entitled submitted to make Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the following changes without necessity of Landlord's consent: (i) any alterations required to be made quality reasonably designated by it pursuant to governmental orders, Landlord as the minimum standard for the Building. Landlord may designate reasonable rules, lawsregulations and procedures for the performance of work in the Building and, regulationsto the extent reasonably necessary to avoid disruption to the occupants of the Building, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance designate the time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an invoice for reasonable and actual sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations; provided that (i) “third-party examination” shall not include review by Landlord’s property manager, (ii) plans shall not be sent for third party review unless Landlord’s property manager reasonably determines that it does not have the internal expertise to review a certain component of the plans (e.g., without limitation, review requiring expertise of a structural engineer) (iii) in the event the cost of such third party review would in Landlord’s reasonable estimation exceed $1,500, Landlord will notify Tenant in sufficient time so that the approval request for an Alteration may be modified or withdrawn; and (iv) this sentence shall not be applicable to the initial Tenant Improvements (which shall insteadbe governed by the Work Letter attached hereto as Exhibit D). In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any alterations or improvements non-Cosmetic Alterations equal to 5% of the permitted hereunder cost of the non-Cosmetic Alterations; provided that no such fee shall be due for the initial Tenant Improvements. Upon completion, Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and may pledge its interest final waivers of lien and receipted bills covering all labor and materials. Tenant shall assure that the Alterations comply with (i) all Laws and (ii) all insurance requirements set forth in this Lease as security therefor; provided, however, and/or provided to Tenant in writing from Landlord’s insurers. Landlord’s approval of an Alteration shall not be a representation by Landlord that any liens granted in connection the Alteration complies with such financings shall applicable Laws or will be subordinate to the rights of Landlord under this Leaseadequate for Tenant’s use.

Alterations. Tenant shall not (i) make no structural any Capital Alterations on or to any Leased Property, (ii) enlarge or reduce the size of any Facility and/or (iii) make any Capital Alterations or other Alterations that would tie in or connect with any improvements on property adjacent to the Land. Tenant may, without Landlord’s consent, make any alterations, additions additions, or improvements (collectively, with the alterations described in items (i) – (iii) of the preceding sentence, “Alterations”) to any Leased Property if such Alterations are not of the type described in clause (i), (ii) or (iii) above, so long as in each case: (w) the same do not (A) decrease the value of the Leased Property, (B) affect the exterior appearance of the Leased Property, or (C) affect the structural components of the Leased Property or the main electrical, mechanical, plumbing, elevator or ventilating and air conditioning systems for any Facility, (x) the same are consistent in terms of style, quality and workmanship to the Premises without original Leased Property and Fixtures, (y) the express same are constructed and performed in accordance with the provisions of Section 11.2 below and (z) the cost thereof does not exceed, in the aggregate, $250,000.00 for any consecutive twelve (12) month period with respect to any single Facility. Except for those limited Alterations that expressly do not require Landlord’s consent pursuant to the preceding sentence, all Alterations shall be subject to Landlord’s prior written consent, in Landlord’s reasonable discretion. To the extent Landlord’s prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, required in connection with any alterationsAlterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish Landlord may impose such waivers of liens and appropriate affidavits from the general contractor or subcontractors conditions thereon in connection with its reasonable approval thereof as Landlord may reasonably requestdeems appropriate. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental ordersLandlord agrees that painting, rules, laws, regulations, ordinances or requirementslandscaping, and (ii) any changes in its signage (provided such are in compliance with local ordinances replacement of floor, wall and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings window coverings shall be subordinate to deemed Alterations that do not require Landlord’s consent, regardless of the rights cost thereof, so long as the same meet the requirements of Landlord under this Leaseclauses (x) and (y) above, and the cost thereof shall not be counted towards the above-referenced $250,000.00 threshold.

Alterations. Tenant shall have the right to make no structural alterations, alterations or physical additions or improvements (including fixtures) to the Leased Premises without subject to the express prior written consent following limitations: (i) such alterations and additions will not impair the structural integrity of the Building, (ii) such alterations and additions will not affect the mechanical, electrical and plumbing systems of the Leased Premises so that they will bear a load in excess of that for which they were originally designed, (iii) such alterations and additions shall be accomplished in a good and workmanlike manner and in accordance with all applicable governmental requirements, (iv) Tenant obtains all applicable governmental permits and approvals required in connection with such alterations or additions; (v) Tenant shall deliver “as-built” plans in a CADD format for any alterations to Landlord which consent promptly after completion and (vi) Landlord’s approval shall be obtained, not to be unreasonably withheld withheld, conditioned or delayed, except that Tenant may alter for any wall that is not project with a cost of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event greater than $150,000, provided, however if Landlord has not responded to Tenant's written ’s request for alterations approval within fifteen seven (157) business days following its receipt of when receivedsaid request, such alteration shall Landlord will be deemed to have been approved by Landlordsuch request. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other partyIf Tenant, in connection with its sole discretion, elects to engage Landlord to provide construction management services related to any alterations, additions or improvements of or to Tenant alterations in the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingProject, Tenant shall also be entitled pay Landlord a fee equal to make ten percent (10%) of the following changes without necessity cost to cover overhead if the work is less then $20,000 and five percent (5%) of Landlord's consent: (i) such cost if the work is $20,000 or more. If Tenant does not elect to engage Landlord to provide construction management services related to any alterations in the Project, Tenant shall be required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, pay Landlord an administrative fee of one and one-half percent (ii1.5%) any changes in its signage (provided of the cost of such are in compliance with local ordinances alterations for Landlord’s review and any restrictive covenants affecting oversight of the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasealterations.

Alterations. Tenant shall make no structural alterations, installations, changes or additions in or improvements to the Premises or the Project (collectively, “Alterations”) without the express Landlord’s prior written consent of Landlord consent, which consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding anything to the contrary contained herein, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural strictly cosmetic changes and modifications to the finish work in the Premises (the “Cosmetic Alterations”), without Landlord's approval’s consent, provided that the aggregate cost of any such alterations does not exceed $25,000.00 in any twelve (12) month period, and further provided that such alterations do not (i) require any structural or other substantial modification to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Project, or (iii) affect the exterior appearance of the Project. In If the event contractor(s) for any such Cosmetic Alterations could potentially place a lien on the Project, Tenant shall give Landlord has not responded to Tenant's written request for alterations within at least fifteen (15) days prior notice of when receivedsuch Cosmetic Alterations, such alteration which notice shall be deemed accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 9(c). Any alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to have been the Alterations in questions, to be prepared and submitted by Tenant at its sole cost and expense. 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 a workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord’s construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such Alterations prior to such date. Tenant hereby agrees to save indemnify, defend, and hold Landlord free and harmless on account from all liens and claims of lien, and all other liability, claims and demands arising out of any claim work done or lien material supplied to the Premises by or at the request of mechanics, materialmen or other party, Tenant in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseAlterations.

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the withhold its consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural. portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlords access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by Tenanta lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Tenant shall furnish obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the work_ If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such waivers of liens improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and appropriate affidavits from the general contractor or subcontractors with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably requestsatisfactory to Landlord. Notwithstanding Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the foregoingPremises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the ▇▇▇▇▇, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord. at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant, Landlord shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. prompt reimbursement from Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasefor all costs incurred.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed(hereinafter collectively referred to as “Alterations”), except provided that Tenant may alter any wall that is not of a load-bearing nature without first obtains the written consent of Landlord. Tenant may make All of the following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises without interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord's , regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental approvals, permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all approvals, permits and certificates for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. In Such insurance policies shall satisfy all obligations imposed under Section 10.2. Tenant, at its sole expense, shall cause the event Alterations to be performed in compliance with all applicable approvals, permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord has not responded may impose on the Alterations and free of all construction liens and all other liens or encumbrances. Tenant shall cause the Alterations to Tenant's written request be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved the Property established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant agrees shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental approvals, permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to save any Alterations is required, and Landlord harmless on account provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2.) therefor; however, if Landlord shall not require that Tenant remove the Alterations, such Alterations shall constitute Landlord’s Property (defined below) and Landlord shall be responsible for the insurance thereof, pursuant to Section 10.1.. Notwithstanding any contrary provisions contained in this Lease in no event shall Landlord’s consent to any Alterations or approval of any claim plans, specifications, work orders or lien of mechanics, materialmen or any other party, documents in connection with any alterations, additions Alterations constitute written authorization by Landlord of any contract entered into by Tenant for or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with any such financings shall be subordinate Alterations pursuant to the rights of Landlord under this LeaseN.J.S.A. 2A:44A-3.

Alterations. Tenant shall not make no structural any alterations, additions or improvements to the Premises (collectively, the “Alterations”) without the express prior written consent of Landlord, except for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises, and Alterations that both (i) have an aggregate cost not in excess of $20,000, and (ii) do not require a construction permit. Tenant shall furnish complete plans and specifications to Landlord for its approval at the time it requests Landlord’s consent to any Alterations if the desired Alterations: (i) will affect the Building’s Systems or Building’s Structure; or (ii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority; or (iii) will cost in excess of Ten Thousand Dollars ($10,000.00). Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the executed construction contract(s). Tenant shall (a) reimburse Landlord within ten (10) days after the rendition of a ▇▇▇▇ for all of Landlord’s actual and reasonable out-of-pocket costs incurred in connection with any Alterations, including all management, engineering, outside consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant’s plans and specifications and Tenant shall pay Landlord’s designated construction manager for the Building (herein called “Landlord’s Construction Manager”) a general supervision fee as compensation for general oversight and coordination by Landlord’s Construction Manager equal to three percent (3%) of the aggregate cost of such Alterations (but not in any event greater than $10,000 per Alterations project). Prior to commencing such Alterations, Tenant (i) shall furnish Landlord with an estimate of the cost of such Alterations (which consent estimate shall be subject to Landlord’s reasonable review and approval), and (ii) shall pay to Landlord’s Construction Manager the estimated amount of the general supervision fee described in the preceding sentence (which amount shall be adjusted upon completion of the Alterations to reflect the actual cost thereof, any excess general supervision fee previously paid to be promptly refunded to Tenant). If Landlord consents to the making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense by a contractor approved in writing by Landlord. Landlord shall be entitled to require Tenant to use Landlord’s designated contractors for any part of such Alteration affecting the Building’s Systems. Tenant shall require its contractor to maintain insurance in such amounts and in such form as Landlord may reasonably require. Without Landlord’s prior written consent, Tenant shall not use any portion of the Common Areas either within or without the Project or Complex, as applicable, in connection with the making of any Alterations. If the Alterations which Tenant causes to be unreasonably withheld constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Project or delayedComplex, except as applicable, in order to comply with any applicable Laws, then Tenant shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such alterations and/or improvements, provided Landlord has advised Tenant in writing at the time Landlord consents to said Alterations of such required alterations and/or improvements and the costs and expenses associated with same. Any Alterations made by Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, unless such Alterations require Landlord’s approval and at the time such approval is granted Landlord notifies Tenant that Landlord shall require the removal thereof at the expiration or sooner termination of this Lease. Notwithstanding the foregoing, unless Landlord notifies Tenant may alter any wall prior to the expiration or earlier termination of the Lease that removal is not required, Tenant shall in any event be required to remove Cable (as defined in Section 8(b) below). With respect to such required removal of a load-bearing nature without any such Alterations, Tenant shall at its sole cost and expense, forthwith and with all due diligence (but in any event not later than ten (10) days after the consent expiration or earlier termination of Landlord. the Lease) remove all or any portion of any Alterations made by Tenant may make non-structural changes which are designated by Landlord to be removed and modifications to repair and restore the Premises without Landlord's approvalin a good and workmanlike manner to their original condition, reasonable wear and tear excepted. In All construction work done by Tenant within the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration Premises shall be deemed performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws and insurance requirements, and in such manner as to have been approved by Landlordcause a minimum of interference with other construction in progress and with the transaction of business in the Project or Complex, as applicable. Tenant agrees to save indemnify, defend and hold Landlord harmless on account from and against any and all loss, liability, damage cost or expense (including, without limitation, attorney’s fees and disbursements and court costs) resulting from such work. The foregoing indemnity shall survive the expiration or earlier termination of any claim this Lease. Landlord’s consent to or lien approval of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of (or to the Premises performed plans therefor) shall not constitute a representation or warranty by Tenant. Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws and insurance requirements, and Tenant shall furnish be solely responsible for ensuring all such waivers of liens compliance. Subject to Landlord’s review and appropriate affidavits from approval rights set forth above (which approval shall not be unreasonably withheld, conditioned or delayed so long as proposed renovations are, as reasonably determined by Landlord, consistent with those that Landlord is completing in other common bathrooms at the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingProject), Tenant shall also be entitled to make renovate the following changes without necessity of Landlord's consent: (i) any alterations required to be made bathrooms located in the Premises in a manner and style desired by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseTenant.

Alterations. Section 7.01 Subject to Section 7.02, Tenant shall will make no structural alterations, additions installations, repairs, additions, improvements or improvements replacements (hereinafter singularly and collectively called “Tenant Changes”) in, to or about the Demised Premises without the express Landlord’s prior written consent of Landlord which consent. Section 7.02 Landlord’s consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make delayed for non-structural changes Tenant Changes within the Building. Section 7.03 Tenant Changes, including but not limited to, those consented to or approved by Landlord or within the purview of Section 7.02 hereof shall be performed in accordance with the following provisions: (a) No part of the Building or the Demised Premises shall be adversely affected; (b) The proper functioning of any of the mechanical, HVAC, electrical, plumbing, sanitary, or other systems of the Building shall not be adversely affected, and modifications the usage of such systems by Tenant shall not be increased; (c) At least ten Business Days prior to commencement of any Tenant Changes, Tenant will furnish Landlord with a statement in reasonable detail of the Premises without Landlord's approval. In nature and scope of the event proposed Tenant Changes, an estimate of the cost thereof, and coordinated plans and specifications therefor in Auto Cad format, and if the cost of the proposed Tenant Changes can reasonably be estimated by Landlord to exceed $50,000, the foregoing plans and specifications as well as the estimate shall be prepared and signed by an architect licensed by the State of New York to whom Landlord has not responded to Tenant's written request for alterations within fifteen (15) days no reasonable objection; and if the nature of when receivedthe proposed Tenant Changes, such alteration regardless of cost, in the sole discretion of Landlord requires it, the foregoing plans and specifications must also be approved by a professional engineer, licensed by the State of New York and selected by Landlord, whose reasonable charge shall be deemed paid by Tenant, as Additional Rent promptly after being billed therefor; (d) Tenant agrees to have been pay to Landlord, as Additional Rent promptly after being billed therefor, a sum equal to Landlord’s actual costs and expenses for reviewing the plans and specifications for such proposed Tenant Changes; (e) Tenant Changes shall be done only by contractors and subcontractors satisfactory to and first approved by Landlord. Such approval will not be unreasonably withheld or delayed. However, elements of such Tenant agrees to save Landlord harmless on account Changes, regardless of any claim or lien cost, of mechanics, materialmen or other party, a nature described in connection with any alterations, additions or improvements of or to the Premises subdivisions (a) and (b) hereof shall be performed by contractors or subcontractors, as the case may be, satisfactory to and first approved by Landlord; (f) Tenant Changes shall be commenced promptly and prosecuted to completion by Tenant diligently and in a good and workmanlike manner; ​ (g) Tenant Changes shall be effected in compliance with the foregoing plans and specifications, Requirements and this Lease (including applicable provisions of this Lease); (h) Tenant. , at Tenant’s sole cost and expense, shall file all required plans and specifications necessary to obtain, and shall obtain, all Approvals pertaining to Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: Changes; (i) any alterations required Tenant Changes are to be made effected in a manner which will not cause or create a dangerous or hazardous condition; (j) All costs and expenses of or incidental to Tenant Changes, including those reflected in clause (d) of this Section 7.03, shall be borne solely by it pursuant Tenant who shall establish to governmental ordersthe reasonable satisfaction of Landlord prior to the commencement thereof and during its progress that these costs can and will be paid when due and that completion of the Tenant Changes will be effected as herein and in the other provisions of this Lease provided; and (k) Throughout the performance of Tenant Changes, rulesTenant, lawsin addition to and not in limitation of the provisions of Article XIV hereof, regulationsshall maintain or cause to be maintained (i) Worker’s Compensation insurance, ordinances or requirementsin statutory limits, for all eligible workmen engaged in performing Tenant Changes and (ii) Builder’s All-Risk insurance in an amount equal to the value of Tenant Changes on the completion thereof naming Landlord and Tenant as insureds, as their interests may appear, and shall furnish Landlord with certificates evidencing the existence of such insurance prior to the commencement of any changes in Tenant Changes, each of which by its signage terms shall state that such insurance is not to be terminated without giving Landlord not less than thirty (provided 30) days prior notice of such are in termination. Section 7.04 Landlord’s approval of Tenant Changes or of plans, specifications or working drawings therefor or of the architect or professional engineer shall create no responsibility or liability on the part of Landlord, as to the contents of such plans, specifications and drawings, for their completeness, design sufficiency, or for the performance of the architect or professional engineer or for compliance with local ordinances and Requirements, or otherwise in respect of or attributable to any restrictive covenants affecting of the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseforegoing.

Alterations. 25.01. Tenant shall make no structural alterationschange, additions alteration, addition, or improvements improvement (collectively, “Alterations”) in or to the Demised Premises without Landlord’s consent. If the express prior written consent Alterations are not Structural in nature, do not affect the Building systems, Common Areas or the appearance of Landlord which the Building, Landlord’s consent shall not be unreasonably withheld or delayed. 25.02. Prior to making any Alteration, except that Tenant shall submit to Landlord for approval detailed plans and specifications; obtain Landlord’s approval of the contractors to be engaged; obtain all permits required from governmental authority; shall provide (and furnish Landlord certificates evidencing) worker’s compensation, builder’s risk, comprehensive public liability coverage and insurance covering such other matters as Landlord may alter require, naming Landlord and any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes lender as additional insureds; and modifications to the Premises without Landlord's approval. In the event provide Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen bond or other party, in connection with any alterations, additions or improvements security for the payment of or to the Premises performed by Tenantcontractors and materialsmen as Landlord shall require. Tenant shall furnish such waivers cause all work to be performed in a good and workmanlike manner, strictly in accordance with the requirements of governmental authorities and insurance underwriters recommendations, using only first quality, new materials. The Alterations shall at all times be kept free of mechanic’s liens and appropriate affidavits from security interests. At the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding completion of the foregoingwork, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsfurnish Landlord “as built” plans, and (ii) any changes in its signage (provided such are in compliance with local ordinances necessary certificates, approvals and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premisesother necessary “sign offs” from governmental authorities. 25.03. Tenant shall have pay as Additional Rent the right amount of Taxes attributable to finance any alterations or improvements permitted hereunder and Tenant’s Alterations in the Demised Premises, as such amount may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to reasonably inferred from informa- tion furnished by the rights assessor of Landlord under this LeaseTaxes.

Alterations. (A) Tenant shall not make no structural any Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold or delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the outside of the Building, (ii) do not affect any part of the Building other than the Premises or require any alterations, installations, improvements, additions or improvements other physical charges to the Premises performed in or made to any portion of the Building or the Real Property other than the Premises, (iii) do not affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect the proper functioning of any Building System, (v) do not reduce the value or utility of the Building, and (vi) do not affect the certificate of occupancy for the Building or the Premises. (B) (1) Prior to making any Alterations, including, without limitation, the express prior written consent Initial Alterations, Tenant shall (i) 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 Landlord such plans and specifications, which, in the case of nonstructural Alterations which consent meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to (ii) at Tenant's written request for alterations within fifteen (15) days of when receivedexpense, obtain all permits, approvals and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such alteration permits, approvals and certificates shall be deemed made, at Tenant's expense, by a Person designated by Landlord (provided the rates of such Person are commercially competitive), and (iii) furnish to have been approved Landlord duplicate original policies or certificates thereof of worker's compensation (covering all persons to be employed by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanicsTenant, materialmen or other party, and Tenant's contractors and subcontractors in connection with any alterationssuch Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish with such waivers of liens companies, for such periods and appropriate affidavits from the general contractor or subcontractors in such amounts as Landlord may reasonably requestapprove, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Notwithstanding Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, or "field" plans and specifications for such Alterations reflecting the foregoingfinal installations prepared by, Tenant or on behalf of, Tenant, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall also be entitled made, at Tenant's expense, by a Person designated by Landlord (provided the rates of such Person are commercially competitive). All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations, and all rules and regulations relating to make Alterations promulgated by Landlord in its reasonable judgment. All materials and equipment to be incorporated in the following changes without necessity Premises as a result of Landlordany Alterations or a part thereof shall be first quality and no such materials or equipment (other than Tenant's consent: Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In addition, no Alteration shall be undertaken prior to Tenant's delivering to Landlord either (i) a performance bond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to 120% of the cost of such Alteration (as reasonably estimated by Landlord's architect, engineer, or contractor), or (ii) such other security as shall be reasonably satisfactory to Landlord or required by any alterations Mortgagee or Lessor. If, as a result of any Alterations performed by Tenant, including, without limitation, the Initial Alterations, any alterations, installations, improvements, additions or other physical changes are required to be performed or made by it to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to governmental ordersapplicable Requirement(s) at such time, rulesLandlord, lawsat Tenant's sole cost and expense, regulationsmay perform or make such alterations, ordinances installations, improvements, additions or requirementsother physical changes and take such actions as Landlord shall deem reasonably necessary and Tenant, and within ten (ii10) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required days after demand therefor by the automobile manufacturer whose automobiles are sold on the Premises. Tenant Landlord, shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection provide Landlord with such financings security as Landlord shall reasonably require, in an amount equal to 120% of the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. All Alteration(s) shall be subordinate to performed only under the rights supervision of Landlord under this Leasean independent licensed architect approved by Landlord, which approval shall not be unreasonably withheld.

Alterations. 17.1 Tenant shall make no alterations, additions or improvements (hereinafter in this section, “improvements”) in or to the Premises costing more than $10,000.00 without Landlord’s prior written consent, which shall not be unreasonably withheld. Tenant shall deliver to Landlord final plans and specifications and working drawings for the improvements, and Landlord shall have ten (10) days thereafter to grant or withhold its consent. If Landlord does not notify Tenant of its decision within the ten (10) days, Landlord shall be deemed to have given its approval. 17.2 If a permit is required to construct the improvements, Tenant shall deliver a completed, signed-off inspection card to Landlord within thirty (30) days of completion of the improvements, and shall promptly thereafter obtain and record a notice of completion and deliver a copy thereof to Landlord. 17.3 The improvements shall be constructed only by licensed contractors approved by Landlord, which approval shall not be unreasonably withheld. Any such contractor must have in force a general liability insurance policy of not less than $1,000,000 or such higher limits as Landlord may reasonably require, which policy of insurance shall name Landlord as an additional insured. Tenant shall provide Landlord with a copy of the contract with the contractor prior to the commencement of construction. 17.4 Tenant agrees that any work by Tenant shall be accomplished in such a manner as to permit any fire sprinkler system and fire water supply lines to remain fully operable at all times except when minimally necessary for building reconfiguration work. 17.5 Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the rules, orders, directions, regulations, and requirements of any applicable fire rating bureau. Tenant shall provide Landlord with “as-built” plans showing any change in the Premises within thirty (30) days after completion. 17.6 Before commencing any work (other than interior non-structural alterations, additions or improvements to the Premises without the express improvements), Tenant shall give Landlord at least five (5) days’ prior written consent notice of Landlord the proposed commencement of such work and, for any such work which consent shall exceeds $25,000.00 in cost, if required by Landlord, secure at Tenant’s own cost and expenses a completion and lien indemnity bond approved by Landlord, which approval will not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasewithheld.

Alterations. Section 4.1 Tenant shall not make no structural alterationsany Alterations without Landlord’s prior written consent in each instance in accordance with Section 4.2, additions or improvements other than decorative Alterations such as painting, wall coverings, floor coverings, shelving and millwork not permanently affixed to the Premises without the express prior written consent of Landlord (collectively, “Decorative Alterations”), as to which Landlord’s consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the required. Landlord’s consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by granted or denied in Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor’s sole discretion; provided, however, that Landlord shall not unreasonably withhold its consent to Alterations proposed to be made by Tenant provided that such Alterations (a) are non-structural and do not, in any liens granted material respect, adversely affect the Building Systems or services, (b) are performed only by contractors approved in writing by Landlord as provided in Section 4.2(b), (c) do not adversely affect, in any material respect, any part of the Building other than the Premises, and (d) do not adversely affect, in any material respect, any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building. Section 4.2 (a) Prior to making any Alterations (other than Decorative Alterations), Tenant shall (i) except for Decorative and Minor Alterations (defined in Section 4.2(c)), submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form reasonably satisfactory to Landlord, (ii) if such Alterations require a filing with any Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Laws to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, and (iv) furnish to Landlord duplicate original insurance policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such financings Alterations) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its managing agent, and any Superior Lessor and any Mortgagee as to which Tenant has been given notice as additional insureds. Except as otherwise expressly set forth herein, all Alterations shall be subordinate to performed by Tenant at Tenant’s expense (A) in a good and workmanlike manner using materials of first class quality, (B) in compliance with all Laws, and (C) in accordance with the rights plans and specifications previously approved by Landlord (where plans and specifications are required hereunder). Tenant shall at its expense obtain all approvals, consents and permits from every Governmental Authority having or claiming jurisdiction prior to, during and upon completion of any Alterations. Tenant shall promptly reimburse Landlord, as Additional Rent within thirty (30) days after demand, for any and all actual out-of-pocket costs and expenses incurred by Landlord under this Lease(without markup) in connection with Landlord’s review of Tenant’s plans and specifications for any such Alteration.

Alterations. Tenant shall not make no structural alterations, additions or improvements to the Premises or other portions of the Property after the Commencement Date which are not part of the initial Tenant’s Work provided for herein (collectively referred to as “Alterations”) without first obtaining the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is . If Landlord does not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded respond to Tenant's written ’s request for alterations consent within fifteen ten (1510) days of when receivedbusiness days, such alteration Landlord shall be deemed to have been approved granted its consent. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) is not visible from the exterior of the Premises or Property; (3) will not affect the systems or structure of the Property; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises (other than installation of telephone, computer, data transmission, internet and other telecommunications cables and wires which are collectively referred to herein as “Cabling” and which are considered Cosmetic Alterations for purposes of this Section). However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section, to the extent specifically agreed upon. Prior to starting work, Tenant shall furnish Landlord with plans and specifications and names of contractors acceptable to Landlord in its reasonable discretion (provided that Landlord may designate specific contractors in its reasonable discretion with respect to repair and maintenance of the Property systems and provided that Landlord’s approval is not required for work done by Tenant’s employees); necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Tenant Landlord agrees that the contractors listed on Exhibit D are acceptable to save Landlord harmless on account for purposes of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or making Alterations. Material changes to the Premises performed by Tenantplans and specifications must also be submitted to Landlord for its approval (if approval was initially required), which approval shall not be unreasonably withheld or delayed. Alterations shall be constructed in a good and workmanlike manner using materials of a quality consistent with that presently used for the Property. Except during the Tenant shall furnish such waivers Property Management Period and except also any other time when Tenant is the sole occupant of liens the Building (exclusive of the parking areas and appropriate affidavits from the general contractor or subcontractors as roof), Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, designate reasonable rules, lawsregulations and procedures for the performance of work in the Premises and, regulationsto the extent reasonably necessary to avoid disruption to the occupants of the Building, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations designate the time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an invoice for reasonable sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. Upon completion, for those Alterations which required permits, Tenant shall furnish “as-built” plans completion affidavits, full and final waivers of lien and receipted bills covering all labor and materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord’s approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; providedwill be adequate for Tenant’s use. ZYMOGENETICS 1144 EASTLAKE LEASE PAGE 17 FEBRUARY 29, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.2008

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord Landlord, which consent may be given or withheld in Landlord’s sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the withhold its consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord’s access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by Tenanta lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Tenant shall furnish obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the work. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such waivers of liens improvements to the Common Areas, then Tenant shall, at Tenant’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and appropriate affidavits from the general contractor or subcontractors with such contractors (including, if required by Landlord, Landlord’s contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably requestsatisfactory to Landlord. Notwithstanding Landlord shall have the foregoingright to require Tenant to remove: (a) any of the components of the initial Tenant Improvements, but only if Landlord notifies Tenant shall also that such removal will be entitled to make required at the following changes without necessity time of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements’s approval of the Preliminary Plan, and (iib) any changes subsequent alterations, additions or improvements whether or not Landlord’s consent was required unless Landlord’s written consent requested by Tenant in writing was obtained and at the time of providing its signage (provided consent, Landlord notified Tenant in writing that Tenant would not have to remove such are in compliance with local ordinances and any restrictive covenants affecting items upon expiration or earlier termination of the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the PremisesLease Term. Tenant shall have the right upon expiration or earlier termination of this Lease to finance remove any alterations or improvements permitted hereunder and may pledge its interest all furniture, fixtures and other personal property at Tenant’s sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease as security therefor; providedor in any Exhibit to this Lease, howevershould Landlord make any alteration or improvement to the Premises at Tenant’s request, that any liens granted in connection with such financings Landlord shall be subordinate entitled to the rights of Landlord under this Leaseprompt reimbursement from Tenant for all costs incurred.

Alterations. 15.1 Tenant agrees that, except as expressly permitted in this Article 15, it shall not make no structural or allow to be made any alterations, additions physical additions, or improvements in or to the Premises without first obtaining the express prior written consent of Landlord which consent shall in each instance. As used herein, the term "Minor Alteration" refers to an alteration that (a) does not be unreasonably withheld or delayed, except that Tenant may alter any wall that affect the outside appearance of the Building and is not of a load-bearing nature without visible from the consent of Landlord. Tenant may make Common Areas, (b) is non-structural changes and modifications does not impair the strength or structural integrity of the Building, and (c) does not adversely affect the mechanical, electrical, HVAC or other systems of the Building. Landlord agrees not to the Premises without unreasonably withhold its consent to any Minor Alteration. Landlord's approval. In the event Landlord has not responded consent to Tenantany other alteration may be conditioned, given, or withheld in Landlord's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestsole discretion. Notwithstanding the foregoing, Landlord consents to any Minor Alterations, so long as (i) the aggregate cost of such work is less than $100,000.00 in any twelve-month period, (ii) such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith or Tenant obtains a building permit if one is required, (iv) such work conforms to the then existing Building standards; and (v) Tenant provides Landlord with written notice of the scope of the proposed work and the time that the proposed work is to be commenced and provides Landlord with copies of any plans and specifications and building permits obtained in connection with the proposed Minor Alteration. At the time of any request for Landlord's consent, Tenant shall also submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and Landlord shall have a period of not less than twenty (20) days therefrom in which to review and approve or disapprove said plans; provided that if Landlord determines in good faith that Landlord requires a third party to assist in reviewing such plans and specifications, Landlord shall instead have a period of not less than thirty (30) days in which to review and approve or disapprove said plans. Tenant shall pay to Landlord within thirty (30) days of invoice, the reasonable out-of-pocket cost and expense of Landlord in (A) reviewing said plans and specifications, and (B) inspecting the alterations, additions, or improvements to determine whether the same are being performed in accordance with the approved plans and specifications and all laws and requirements of public authorities, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. In any instance where Landlord grants such consent, and Tenant uses its own contractors, laborers, materialmen, and others to furnish labor or materials for Tenant's construction (collectively, "Tenant's Contractors"), Landlord's consent shall be deemed conditioned upon each of Tenant's Contractors (1) working in harmony and not interfering with any laborer utilized by Landlord, Landlord's contractors, laborers, or materialmen; and (2) furnishing Landlord with evidence of acceptable liability insurance, worker's compensation coverage and if required by Landlord, completion bonding, and if at any time such entry by one or more persons furnishing labor or materials for Tenant's work shall cause such disharmony or interference, the consent granted by Landlord to Tenant may be withdrawn immediately upon written notice from Landlord to Tenant. Landlord agrees not to require completion bonding for any other alterations so long as the initially named Tenant is the Tenant under this Lease. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, additions, or improvements and for final approval thereof upon completion, and shall cause any alterations, additions, or improvements to be performed in compliance therewith and with all applicable laws and requirements of public authorities and with all applicable requirements of insurance bodies. All alterations, additions, or improvements shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to be better than the original installations of the Building. Upon the completion of work and upon request by Landlord, Tenant shall provide Landlord copies of all waivers or releases of lien from each of Tenant's Contractors. No alterations, modifications, or additions to the Project or the Premises shall be removed by Tenant either during the Term or upon the Expiration Date or the Termination Date without the express written approval of Landlord unless the alterations, modifications or additions removed are replaced with items of comparable value and utility for general office purposes or were installed by Tenant at Tenant's cost after completion of the Tenant Work and the Tenant MTS Work (as those terms are defined in Article 56). Tenant shall not be entitled to make any reimbursement or compensation resulting from its payment of the following changes without necessity cost of constructing all or any portion of said improvements or modifications thereto unless otherwise expressly agreed by Landlord in writing. 15.2 Landlord's consent: (i) any alterations required to be made by it pursuant to governmental ordersapproval of Tenant's plans for work shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules, lawsand regulations of governmental agencies or authorities, regulationsincluding, ordinances or requirementsbut not limited to, and the Americans with Disabilities Act. 15.3 At least five (ii5) days prior to the commencement of any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required work permitted to be done by the automobile manufacturer whose automobiles are sold persons requested by Tenant on the Premises, Tenant shall notify Landlord of the proposed work and the names and addresses of Tenant's Contractors. Tenant During any such work on the Premises, Landlord, or its representatives, shall have the right to finance go upon and inspect the Premises at all reasonable times subject to the other provisions of this Lease, and shall have the right to post and keep posted thereon notices of nonresponsibility or to take any alterations or improvements permitted hereunder and further action which Landlord may pledge its deem to be proper for the protection of Landlord's interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeasePremises.

Alterations. Tenant shall make no structural alterations, additions or improvements 5.01 The following provisions supplement but do not replace the provisions of this Lease related to alterations and repairs of the Premises without by Tenant; where these provisions conflict with the express prior written consent other provisions of the Lease, however, the following provisions shall control. (a) Landlord shall have the right to approve the general contractor, construction manager, subcontractor, architect and engineer which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications select; for electrical work connecting to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when receivedcore electrical systems, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoinghowever, Tenant shall also be entitled to make the following changes without necessity of utilize Landlord's consent: (i) any alterations required contractor(s), provided their pricing is reasonably competitive with other bids, such decision to be made by it pursuant to governmental ordersTenant within ten (10) days after submission of _______________/ JK LANDLORD TENANT Tenant's receipt of bids. If Landlord's contractors' prices are not reasonably competitive with other bids, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. then Tenant shall have the right to finance solicit independent bids from electrical contractors reasonably satisfactory to Landlord. (b) Prior to commencing any alterations alterations, Tenant shall submit plans and specifications to Landlord , which shall be approved or improvements permitted hereunder disapproved within thirty (30) business days after submission to Landlord. Landlord hereby notifies Tenant, and may pledge its interest Tenant hereby agrees to be bound by such notification, that all fixtures and equipment built or installed by Tenant in the Premises and on the Roof shall be required to be removed by Tenant at the end of the Lease Term, at Tenant's sole cost and expense, in a manner that shall comply with all applicable terms and conditions for the original installation thereof as are in effect at the time of such removal leaving the said Premises and Roof in the same condition as they were at the commencement of this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseordinary wear and tear excepted.

Alterations. (a) Except as provided in Section 3.4 and Section 3.6, Tenant shall not make no structural any Alterations without Landlord’s prior written consent. Landlord shall not unreasonably withhold, delay or condition its consent to any proposed nonstructural Alterations, provided that such Alterations; (i) are not visible from the outside of the Building, (ii) do not affect any part of the Building other than the Premises or require any alterations, installations, improvements, additions or improvements other physical changes to be performed in or made to any portion of the Premises Building or the Real Property other than the Premises, (iii) do not affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect the proper functioning of any Building System, (v) are not reasonably likely to reduce the value or utility of the Building, (vi) do not affect the certificate of occupancy for the Building or the Premises, (vii) are not Specialty Alterations, and (viii) do not require the consent or approval of any third party, including any Mortgagee or Lessor. Landlord shall not be deemed to be unreasonable with respect to withholding its consent to any proposed nonstructural Alteration that meets the criteria set forth in this Section 3.1(a) if any Lessor or Mortgagee, as the case may be, shall withhold its consent. (i) Prior to making any Alterations, Tenant shall (1) 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, which, in the express prior written consent case of Landlord which consent nonstructural Alterations that meet the criteria set forth in Section 3.1(a), shall not be unreasonably withheld withheld, delayed or delayedconditioned, except (2) at Tenant’s expense, obtain all permits, approvals and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant’s reasonable expense, by an expediter designated or approved by Landlord, and (3) furnish to Landlord duplicate original policies or certificates thereof of worker’s compensation (covering all Persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee of whom Tenant has notice, 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 Authority and shall furnish Landlord with copies thereof, together with the “as-built” plans and specifications for such Alterations, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant’s reasonable expense, by an expediter designated or approved by Landlord. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations and the Alteration Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. If as a result of any Alterations performed by Tenant, including the Initial Alterations, any alterations, installations, improvements, additions or other physical changes are required to be performed or made to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to applicable Requirement(s) at such time, Landlord, at Tenant’s reasonable cost and expense, may alter any wall that is not perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall deem reasonably necessary and Tenant, within ten (10) Business Days after written demand therefor (accompanied by detailed evidence) by Landlord, shall provide Landlord with such security in such form as Landlord shall reasonably require, in an amount equal to one hundred percent (100%) of a load-bearing nature without the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord’s architect, engineer or contractor. All Alteration(s) requiring the consent of Landlord shall be performed only under the supervision of an independent licensed architect approved by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Landlord hereby approves TPG Planning & Design, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇, as Tenant’s architect in connection with Tenant’s Initial Alterations. (ii) Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Any review or approval by Landlord of any plans and/or specifications or any preparation or design of any plans by Landlord’s architect or engineer (or any architect or engineer designated by Landlord) with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the compliance thereof with any Requirements, the adequacy, correctness or efficiency thereof or otherwise. (iii) Landlord shall approve or disapprove (1) Tenant’s final plans and specifications for any Alteration within ten (10) Business Days from the date complete sets of the same complying with the Alteration Rules and Regulations and other applicable provisions of this Lease are delivered to Landlord, or (2) modifications to plans and specifications resubmitted to Landlord in response to Landlord’s prior comments or disapproval within five (5) Business Days from the date complete sets of the same complying with the Alteration Rules and Regulations and other applicable provisions of this Lease are delivered to Landlord (provided, in each instance, that the submission shall be of a scope or scale reasonably susceptible of review in such periods). If Landlord shall fail to respond within the applicable ten (10) Business Day period or five (5) Business Day Period (unless the submission is of a scope or scale not reasonably susceptible of review in such periods, in which case Landlord shall have a reasonable additional time to complete its review), then, Landlord shall not be in default of its obligations under this Section 3.1(b)(iii) unless and until Tenant shall have given a notice to Landlord of Landlord’s failure to so notify Tenant within the applicable period, which notice shall prominently include in bold type the following: If Landlord shall fail to so notify Tenant within a further period of seven (7) Business Days or five (5) Business Days, as applicable, after receipt of such second notice by Landlord, in which event Tenant’s sole remedy for Landlord’s default under this Section 3.1(b)(iii) shall be that the Alteration with respect to which Landlord’s consent is sought shall be deemed consented to; provided further, however, that if Landlord shall fail to so notify Tenant within any prescribed periods by reason of Unavoidable Delays or delays resulting from the action or inaction of Tenant or its agents, employees or contractors, then the periods within which Landlord must so notify Tenant shall be automatically extended for the period that such failure continues beyond such periods by reason of such Unavoidable Delays or such other delay. (c) Tenant shall be permitted to perform Alterations and Specialty Alterations during the hours of 8:00 A.M. to 6:00 P.M. on Business Days, provided that such work shall not interfere with or interrupt the operation and maintenance of the Building (to more than a de minimis extent) or unreasonably interfere with or interrupt the use and occupancy of the Building by other tenants in the Building. Otherwise, Alterations and Specialty Alterations shall be performed at such times and in such manner as Landlord may make non-structural changes from time to time reasonably designate. (i) All Alterations and modifications Specialty Alterations shall be performed, at Tenant’s sole cost and expense, by either (to be determined by Tenant in its sole election) Landlord’s contractor(s) or by contractors, subcontractors or mechanics approved by Landlord (such approval not to be unreasonably withheld, delayed or conditioned). Prior to making an Alteration or Specialty Alteration, within five (5) Business Days after Tenant’s request, Landlord shall furnish Tenant with a list of contractors who may perform Alterations or Specialty Alterations to the Premises without on behalf of Tenant. If Tenant engages any contractor set forth on the list, Tenant shall not be required to obtain Landlord's approval’s consent for such contractor unless, prior to the earlier of (a) entering into a contract with such contractor, and (b) the commencement of work by such contractor, Landlord shall notify Tenant that such contractor has been removed from the list. (ii) Notwithstanding the foregoing, with respect to any Alteration or Specialty Alteration affecting any Building System, (i) Tenant shall select a contractor from a list of approved contractors furnished by Landlord to Tenant (containing at least three (3) contractors) and (ii) the Alteration or Specialty Alteration shall, at Tenant’s cost and expense, be designed or approved by Landlord’s engineer for the relevant Building System. The current list of Building approved contractors is set forth on Exhibit G. (e) 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 or fully bonded by Tenant within thirty (30) days after Tenant shall have received notice thereof (or such shorter period if required by the terms of any Superior Lease or Mortgage), at Tenant’s expense, by payment or filing the bond required by applicable 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 the Premises, whether in connection with any Alteration, Specialty Alteration, or otherwise, if such employment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim such interference or lien conflict, Tenant, upon demand of mechanicsLandlord, materialmen shall cause all contractors, mechanics or other party, laborers causing such interference or conflict to leave the Building immediately. (f) All Tenant’s Property and Specialty Alterations installed by Tenant in connection with any alterations, additions or improvements of or and to the Premises performed that may be made by Tenant at its own cost and expense during the Term, shall remain the property of Tenant, except as set forth below. All Alterations and Specialty Alterations (as required by this Paragraph) installed by Tenant shall furnish such waivers become the property of liens Landlord. Upon the Expiration Date, all Tenant’s Property and appropriate affidavits Specialty Alterations that Tenant is required to remove shall be removed from the general contractor Premises and Tenant shall repair and restore in a good and worker-like manner to good condition any damage to the Premises or subcontractors as Landlord may reasonably requestthe Building caused by such removal. Notwithstanding anything to the foregoingcontrary contained in this Lease, Tenant shall also not be entitled required to make the following changes without necessity of Landlord's consent: remove any Specialty Alterations unless (i) any alterations required the same are not customary office installations and are materially more expensive to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsremove than customary office installations, and (ii) any changes in its signage (provided Landlord, at the time it approves such are in compliance with local ordinances and any restrictive covenants affecting Specialty Alterations, notifies Tenant that Tenant will be required to remove the Premises) same upon the expiration or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premisessooner termination of this Lease. Section 3.2. Tenant shall have pay to Landlord or to Landlord’s agent, from time to time during the right to finance performance of any alterations Alterations or improvements permitted hereunder Specialty Alterations, within ten (10) days after demand therefor (together with detailed evidence thereof), as additional rent, all actual, third party, out-of-pocket costs and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted expenses incurred by Landlord or Landlord’s agent in connection with any Alterations or Specialty Alterations, including any fee charged by any Lessor or Mortgagee in reviewing the Plans and Specifications for such financings Alterations or Specialty Alterations (the “Alteration Fee”); provided that Landlord shall not be subordinate entitled to charge a fee for supervision of construction work performed by Tenant as part of its Initial Alterations. Section 3.3. Upon the rights request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Requirement shall require that Landlord under this Leasejoin in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and disbursements, or suffer any liability in connection therewith.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed(hereinafter collectively referred to as “Alterations”), except provided that Tenant may alter any wall that is not of a load-bearing nature without first obtains the written consent of Landlord. Tenant may make All of the following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises without interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord's , regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental approvals, permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all approvals, permits and certificates for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. In Such insurance policies shall satisfy all obligations imposed under Tenant Insurance Requirements. Tenant, at its sole expense, shall cause the event Alterations to be performed in compliance with all applicable approvals, permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord has not responded may impose on the Alterations and free of all construction liens and all other liens or encumbrances. Tenant shall cause the Alterations to Tenant's written request be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved the Property established by Landlord. Tenant agrees With respect to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingall Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental approvals, permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be entitled to make responsible for the following changes without necessity maintenance of appropriate commercial property insurance (consistent with the Tenant Insurance Requirements) therefor; however, if Landlord shall not require that Tenant remove the Alterations, such Alterations shall constitute Landlord's consent: ’s Property (idefined below) any alterations required to and Landlord shall be made by it responsible for the insurance thereof, pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseInsurance Requirements.

Alterations. (a) After Substantial Completion of the DCFA Improvements pursuant to the terms and conditions of the Redevelopment Agreement, Tenant shall may, from time to time at its sole expense, make no structural alterations, additions alterations or improvements in and to the Leased Premises (hereinafter collectively referred to as “Alterations”), without Landlord’s consent, provided that: (i) such Alterations shall not be vertical improvements, (ii) such Alterations shall not materially deviate from the express Site Plan, including without limitation adding surface parking; (iii) such Alterations are necessary and appropriate, in Tenant’s reasonable and good faith determination, for utilization in connection with Tenant’s Permitted Use, (iv) such Alterations shall not cause the demolition, dismantling, razing, destroying or wrecking of any material portion of the Improvements; (v) such Alterations shall not limit or restrict public access to such portions of the Leased Premises or the Improvements originally designed for public access; and (vi) Tenant complies with the terms and conditions of this Ground Lease and requirements of the Deed, including without limitation Article 9. Any other Alterations shall require the prior written consent of Landlord which consent shall not may be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen in its sole discretion. (15b) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection Before proceeding with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingAlterations, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for such Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be made by done and Tenant shall not proceed with such Alterations until it pursuant has received Landlord’s approval; (iii) cause those contractors, materialmen and suppliers engaged to governmental perform the Alterations to maintain policies of as required in Section 9.2; (iv) cause the Alterations to be constructed, installed and performed in compliance with (a) all applicable permits and requirements of public authorities, (b) any present and future laws, ordinances, orders, rules, lawsregulations and requirements of the federal, regulationsstate, ordinances county and municipal governments, any applicable governmental authority or requirementsbody, or any of the respective departments, bureaus, boards, commissions and officials thereof (the “Laws”), and (iic) any changes in its signage (provided such are in compliance with local ordinances the Permitted Exceptions and any restrictive covenants affecting other any restrictions encumbering the Premises, as evidenced by a document recorded against the Leased Premises (as well as any other real property); and (v) or those recommended or required by cause the automobile manufacturer whose automobiles are sold on Alterations to be diligently performed in a good and workmanlike manner, using materials and equipment at least equal in quality and class to the PremisesDCFA Improvements. Upon the completion of any Alterations, Tenant shall have the right provide Landlord with “as built” plans (with respect to finance any alterations or improvements permitted hereunder vertical improvements), if Tenant procures such as-built plans; copies of all construction contracts, governmental permits and may pledge its interest in this Lease as security therefor; providedcertificates and proof of payment for all labor and materials, howeverincluding, that any liens granted in connection with such financings shall be subordinate to the rights without limitation, copies of Landlord under this Leasepaid invoices and final lien waivers.

Alterations. 6.1 Tenant shall not make no structural any alterations, additions improvements or improvements changes to the Premises (including installation of any security system or telephone or data communication wiring or cabling), other than the Tenant Improvements (the “Alterations”), without the express Landlord’s prior written consent. Landlord may withhold its consent to such Alterations in its sole discretion if the proposed Alterations would adversely affect the structure or safety of Landlord which consent shall not be unreasonably withheld the Building or delayedits electrical, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of plumbing, HVAC, mechanical or safety systems, or if such proposed Alterations would create an obligation on Landlord. Tenant may ’s part to make non-structural changes and modifications to the Premises without Property (in order, for example, to comply with laws such as the ADA mandating Building accessibility for persons with disabilities); in all other circumstances, Landlord agrees not to unreasonably withhold or delay its consent to proposed Alterations. Any such Alterations shall be completed by Tenant at Tenant’s sole cost and expense: (i) with due diligence, in a good and workmanlike manner, using new materials; (ii) in compliance with plans and specifications approved by Landlord's approval; (iii) in compliance with the construction rules and regulations promulgated by Landlord from time to time; (iv) in accordance with all applicable Laws (including all work, whether structural or non-structural, inside or outside the Premises, required to comply fully with all applicable Laws and necessitated by Tenant’s work); and (v) subject to all conditions which Landlord may in Landlord’s discretion impose. In Such conditions may include requirements for Tenant to: (i) provide payment or performance bonds or additional insurance (from Tenant or Tenant’s contractors, subcontractors or design professionals); (ii) use contractors or subcontractors designated by Landlord; and (iii) remove all or part of the event Alterations prior to or upon expiration or termination of the Term, provided that, at the time Landlord has not responded approves such Alterations, Landlord specifically conditions such approval on Tenant’s agreement to remove such Alterations. If any work outside the Premises, or any work on or adjustment to any of the Building Systems, is required in connection with or as a result of Tenant's written request for alterations within fifteen (15) days of when received’s work, such alteration work shall be performed at Tenant’s expense by contractors designated by Landlord. Landlord’s right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord’s interests. No approval or consent by Landlord shall be deemed or construed to have been approved be a representation or warranty by Landlord as to the adequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable Laws or other requirements. Except as otherwise provided in Landlord’s consent, all Alterations shall upon installation become part of the realty and be the property of Landlord. 6.2 Before making any Alterations, Tenant shall submit to Landlord for Landlord’s prior approval reasonably detailed final plans and specifications prepared by a licensed architect or engineer, a copy of the construction contract, including the name of the contractor and all subcontractors proposed by Tenant to make the Alterations and a copy of the contractor’s license. Tenant agrees to save shall reimburse Landlord harmless on account of upon demand for any claim or lien of mechanics, materialmen or other party, expenses reasonably incurred by Landlord in connection with any alterationsAlterations made by Tenant, additions including reasonable fees charged by Landlord’s contractors or improvements consultants to review plans and specifications prepared by Tenant and to update the existing as-built plans and specifications of the Building to reflect the Alterations. Tenant shall obtain all applicable permits, authorizations and governmental approvals and deliver copies of the same to Landlord before commencement of any Alterations. 6.3 Tenant shall keep the Premises and the Property free and clear of all liens arising out of any work performed, materials furnished or obligations incurred by Tenant. If any such lien attaches to the Premises performed by Tenant. or the Property, and Tenant shall furnish such waivers of liens and appropriate affidavits from does not cause the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required same to be made released by it pursuant to governmental orderspayment, rulesbonding or otherwise within ten (10) days after the attachment thereof, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant Landlord shall have the right but not the obligation to finance cause the same to be released, and any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted sums expended by Landlord in connection with such financings therewith shall be subordinate payable by Tenant on demand with interest thereon from the date of expenditure by Landlord at the Interest Rate (as defined in Section 16.2 - Interest). Tenant shall give Landlord at least ten (10) days’ notice prior to the rights commencement of any Alterations and cooperate with Landlord under in posting and maintaining notices of non-responsibility in connection therewith. 6.4 Subject to the provisions of Section 5 - Use and Compliance with Laws and the foregoing provisions of this LeaseSection, Tenant may install and maintain furnishings, equipment, movable partitions, business equipment and other trade fixtures (the “Trade Fixtures”) in the Premises, provided that the Trade Fixtures do not become an integral part of the Premises or the Building. Tenant shall promptly repair any damage to the Premises or the Building caused by any installation or removal of such Trade Fixtures.

Alterations. Tenant (A) Navy shall make no structural changes in or to the Premises without TIDA’s prior written consent, not to be unreasonably withheld, provided that Navy shall be permitted to make non- structural, minor, decorative changes in or to the Premises without TIDA’s consent. Subject to TIDA’s prior written consent, and to the provisions of this Article 29, Navy, at Navy’s sole cost and expense, may make alterations, installations, additions or improvements to the Premises without the express prior written consent of Landlord which consent shall are non- structural and which do not be unreasonably withheld affect utility services or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes plumbing and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to electrical lines (“Tenant's written request for alterations within fifteen (15’s Changes”) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the interior of the Premises performed by using contractors of mechanics first approved in each instance by TIDA. Navy shall, before making any Tenant’s Changes, obtain all applicable permits, approvals and certificates required by any governmental or quasi- governmental bodies and (upon completion) certificates of final approval thereof, and shall deliver promptly duplicates of all such permits, approvals and certificates to TIDA, and Navy will cause Navy’s contractors and sub-contractors to carry, such worker’s compensation, commercial general liability, personal and property damage insurance as may be required in accordance with Section 28.3 of the Federal Acquisition Regulations. Tenant In no event shall furnish such waivers of liens TIDA consent to, and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably Navy shall not request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentwork that would: (i) require changes to structural components of the Building or the exterior design of the Building; (ii) require any alterations required material modification to be made by it pursuant to governmental ordersthe Building’s mechanical, plumbing and electrical installations or installations outside the Premises; (iii) adversely affect the proper functioning of any of the mechanical, sanitary or other service systems of the Building; or (iv) not comply with all applicable laws, rules, laws, regulations, ordinances or requirements, regulations and (ii) requirements of any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting governmental agency having jurisdiction over the construction of the Building and/or the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.

Alterations. (A) Except as provided in Section 3.4 hereof, Tenant shall not make no structural any Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the ground level outside of the Building, (ii) do not affect in any material and adverse respect any part of the Building other than the Premises or require any alterations, installations, improvements, additions or improvements other physical changes to be performed in or made to any portion of the Building or the Real Property other than the Premises, (iii) do not affect in any material and adverse respect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect in any material and adverse respect the proper functioning of any Building System, (v) do not reduce the value or utility of the Building, and (vi) do not require a change to the Premises certificate of occupancy for the Building or the Premises. (B) (1) Prior to making any Alterations, including, without limitation, the express prior written consent Initial Alterations, Tenant shall (i) 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 Landlord such plans and specifications (except with respect to any nonstructural Alteration referred to in Section 3.4 hereof for which consent Landlord's approval is not required), which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld withheld, conditioned or delayed, except (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord (it being understood that (x) the Person initially so designated by Landlord is ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates ("CR&A"), and (y) Tenant may alter any wall that shall not discharge CR&A unless CR&A's fees are not commercially competitive or Tenant in good faith believes CR&A is not performing its services properly), and (iii) furnish to Landlord duplicate original policies or certificates thereof of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes worker's compensation (covering all persons to be employed by Tenant, and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, contractors and subcontractors in connection with any alterationssuch Alteration) and general commercial public liability (including property damage coverage) insurance in such form, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish with such waivers of liens companies, for such periods and appropriate affidavits from the general contractor or subcontractors in such amounts as Landlord may reasonably requestapprove, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Notwithstanding Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the foregoing"as-built" plans and specifications for such Alterations, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord (it being understood that (x) the Person initially so designated by Landlord is CR&A, and (y) Tenant shall also not discharge CR&A unless CR&A's fees are not commercially competitive or Tenant in good faith believes CR&A is not performing its services properly). All Alterations shall be entitled to make made and performed substantially in accordance with the following changes without necessity of plans and specifications therefor as approved by Landlord (unless Landlord's consent: consent to the Alteration is not required), all Requirements, the Rules and Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment. The rules and regulations for Alterations that exist as of the date hereof are attached as Exhibit "D" and made a part hereof. Tenant shall not be required to comply with any new or revised rule or regulation promulgated by Landlord after the commencement of a particular Alteration if such new or revised rule or regulation has more than a de minimis effect on the design or performance of such Alteration. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment (iother than Tenant's Property) shall be subject to any alterations lien, encumbrance, chattel mortgage or title retention or security agreement. If, as a result of any Alterations performed by Tenant, including, without limitation, the Initial Alterations, any alterations, installations, improvements, additions or other physical changes are required to be performed or made by it to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to governmental ordersapplicable Requirement(s) at such time, rulesLandlord, lawsat Tenant's sole cost and expense, regulationsmay perform or make such alterations, ordinances installations, improvements, additions or requirementsother physical changes and take such actions as Landlord shall deem reasonably necessary and Tenant, and within five (ii5) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required days after demand therefor by the automobile manufacturer whose automobiles are sold on the Premises. Tenant Landlord, shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection provide Landlord with such financings security as Landlord shall reasonably require, in an amount equal to the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. All Alteration(s) requiring the consent of Landlord shall be subordinate to performed only under the rights supervision of an independent licensed architect approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord under this Leasehereby approves Tenant's use of Aplusi Design Corp. as Tenant's architect for the Initial Alterations and ▇▇▇▇▇ & ▇▇▇▇▇ Consulting Engineers, LLP as Tenant's mechanical engineer for the Initial Alterations.

Alterations. Tenant shall not make no structural or permit any alterations, improvements, or additions or improvements install any Cable (collectively, “Alterations”) in or to the Premises or the Building without the express Landlord’s prior written consent of Landlord consent, which consent shall not be unreasonably withheld or delayeddelayed with respect to Alterations in the Premises; provided that such alterations will not (1) affect any structural or load bearing portions of the Building, except that Tenant may alter any wall that is not (2) result in a material increase of a load-bearing nature without electrical usage above Standard Electricity, (3) result in an increase in Tenant’s usage of the consent Building’s heating or air conditioning, (4) materially increase usage of Landlord. Tenant may make non-structural changes and modifications to mechanical, electrical or plumbing systems in the Premises without Landlord's approval. In or the event Landlord has not responded to Tenant's written request for alterations within fifteen Building, (155) days affect areas of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers which can be viewed from Common Areas or affect the exterior appearance of liens the Building, (6) require materially greater or more difficult cleaning work (e.g., kitchens, reproduction rooms and appropriate affidavits from interior glass partitions), or (7) adversely affect Landlord’s ability to deliver Building services to other tenants of the general contractor or subcontractors as Landlord may reasonably requestBuilding. Notwithstanding the foregoing, Tenant Landlord’s consent shall also not be entitled to make required for any Alteration that satisfies all of the following changes without necessity of Landlord's consent: criteria (a “Cosmetic Alteration”): (i) any alterations required to be made by it pursuant to governmental ordersis of a cosmetic nature such as painting, rules, laws, regulations, ordinances or requirementswallpapering, and hanging pictures; (ii) is not visible from the exterior of the Premises or Building; (iii) will not affect the systems or structure of the Building; and (iv) does not require work to be performed inside the walls or above the ceiling of the Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section 8.C. Prior to starting any changes in its signage Alterations, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors reasonably acceptable to Landlord (provided such are that Landlord may designate specific contractors with respect to Building systems); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord; and any security for performance that is reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Tenant shall reimburse Landlord within 10 days after receipt of an invoice for reasonable sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, within 10 days after receipt of an invoice from Landlord, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to 5% of the actual hard costs of the non-Cosmetic Alterations, if Landlord is the project manager for the Alterations, or 2% of the actual hard costs of the non-Cosmetic Alterations, if Tenant retains a separate project manager for the Alterations. Upon completion, Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of lien and receipted bills covering all labor and materials. Neither Landlord’s approval of Tenant’s plans and specifications for the alterations or improvements nor Landlord’s acceptance of Tenant’s as-built plans is a confirmation or agreement by Landlord that the improvements and alterations comply with applicable Laws. All Alterations must comply with all insurance requirements and applicable Laws, including without limitation, all applicable environmental laws and the Americans With Disabilities Act of 1990 (the “ADA”). Provided Landlord has placed the Building in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by ADA prior to Tenant’s occupancy, if Tenant’s use of the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right Premises causes Landlord to finance make any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights Building to comply with the provisions of ADA, Tenant shall reimburse Landlord under this Leasefor the cost of the alterations or improvements, plus an administrative fee equal to 5% of the actual hard costs thereof.

Alterations. 9.1 The original improvement of the Premises shall be accomplished in accordance with Exhibit B (if any). Landlord is under no obligation to make any structural or other alterations, additions, improvements or other changes (collectively, "Alterations") in or to the Premises. 9.2 Tenant shall not make no structural alterations, additions or improvements permit anyone to make any Alterations in or to the Premises or the Building, without the express prior written consent of Landlord Landlord, which consent may be withheld or granted in Landlord's sole and absolute discretion with respect to all structural Alterations and to those non-structural Alterations which are visible from the exterior of the Premises or for which a building permit is required, and which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make with respect to all other non-structural changes and modifications to the Premises without Landlord's approvalAlterations. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration Structural Alterations shall be deemed to have been approved by Landlord. Tenant agrees include without limitation any Alteration that will or may necessitate any changes, replacements or additions to save Landlord harmless on account of any claim the walls, ceilings, partitions, columns or lien of mechanicsfloor, materialmen or other party, in connection with any alterations, additions or improvements of or to the water, electrical, mechanical, plumbing, fire and life safety, or HVAC systems, of the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from or the general contractor or subcontractors as Landlord may reasonably requestBuilding. Notwithstanding the foregoing, provided Tenant gives Landlord at least ten (10) days prior written notice, Tenant may install in the Premises, without obtaining Landlord's prior written consent, minor, nonstructural Alterations of a decorative nature whose value (as reasonably determined by Landlord) is less than two thousand five hundred dollars ($2,500) and which do not require a building permit, for example, the hanging of artwork or the installation of carpeting. Any Alterations made by Tenant shall also be entitled made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor, on days, at times and under the supervision of an architect approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; (d) in accordance with plans and specifications pre-pared by an engineer or architect reasonably acceptable to make Landlord, which plans and specifications shall be approved in writing by Landlord and Tenant shall reimburse Landlord for all reasonable, out-of-pocket costs incurred by Landlord therefor; (e) in accordance with all Laws and any requirements of any insurance company insuring the following changes Building or any portion thereof and after having received and delivered to Landlord a copy of all applicable permits and approvals, including, but not limited to, a building permit; and (f) after obtaining public liability and statutory worker's compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such Alteration. Within ten (10) days after any Alterations is substantially completed, Tenant shall obtain and deliver to Landlord written, unconditional waivers of mechanics' and materialmen's liens against the Premises and the Building from all proposed contractors, subcontractors, laborers and material suppliers for all work, labor and services performed and materials furnished in connection with Alterations. If any lien (or a petition to establish such lien) is filed in connection with any Alteration, such lien (or petition) shall be discharged by Tenant within twenty (20) days thereafter, at Tenant's sole cost and expense, by the payment thereof or by the filing of a bond acceptable to Landlord. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. All Alterations (including, without necessity limitation, those involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, and the roof of the Building) shall, at Landlord's election, be performed by Landlord's designated contractor or subcontractor at Tenant's expense if the performance thereof by another contractor would void or otherwise adversely affect any warranty or guaranty with respect to the Building or any portion thereof. If Landlord elects not to so perform such work, then Landlord shall be paid a reasonable construction super-vision fee (not to exceed five percent (5%) of the cost of such work). Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built drawings showing such Alteration in place. 9.3 If any Alterations are made without the prior written consent of Landlord, Land-lord shall have the right at Tenant's consent: expense to remove and correct such Alterations and restore the Premises and the Building to their condition immediately prior thereto, or to require Tenant to do the same. All Alterations to the Premises or the Building (iexcluding trade fixtures) any alterations required to be made by it pursuant to governmental orderseither party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, ruleshowever, lawsthat (a) if Tenant is not in default under this Lease, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. then Tenant shall have the right to finance remove, prior to the expiration or earlier termination of the Lease Term, all trade fixtures, movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant, and (b) Tenant shall remove all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Promptly after Landlord's receipt of a written request by Tenant which specifically requests Landlord to indicate to Tenant whether Landlord will require the removal of any alterations Alterations, and provided such request is given to Landlord together with Tenant's request for Landlord's approval of any Alterations, Landlord will indicate to Tenant whether Landlord will require the removal of any such Alterations. Landlord shall have the right at Tenant's expense to repair all damage and injury to the Premises or improvements permitted hereunder the Building caused by such removal or to require Tenant to do the same. If such furniture, furnishings and may pledge its interest in this equipment are not removed by Tenant prior to the expiration or earlier termination of the Lease Term, the same shall at Landlord's option become the property of Landlord and shall be surrendered with the Premises as security therefora part thereof; provided, however, that Landlord shall have the right at Tenant's expense to remove from the Premises such furniture, furnishings and equipment and any liens granted in connection with such financings shall be subordinate Alteration which prior to the rights expiration or termination of this Lease Landlord under designates in writing for removal or to require Tenant to do the same. If Tenant fails to return the Premises to Landlord as required by this LeaseSection, then Tenant shall pay to Landlord, as additional rent, all reasonable costs incurred by Landlord in effecting such return.

Alterations. (a) Tenant shall not make no structural alterations, additions or improvements cause to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with made any alterations, additions additions, renovations, improvements or improvements of installations in or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens or the Building (“Alterations”) without Landlord’s prior consent, which consent may be granted or withheld in Landlord’s sole and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforabsolute discretion; provided, however, that (i) Landlord will not unreasonably withhold its consent to interior, non-structural Alterations in the Premises which do not affect any liens of the central or base-Building mechanical, electrical and plumbing systems of the Building; and (ii) Tenant, without Landlord’s consent may make interior, non-structural Alterations in the Premises that are of a purely cosmetic nature (and that do not violate any other provision of this Lease). (b) All work performed by Tenant in the Premises or (if permitted) outside the Premises, including any Alterations, shall be performed: (i) promptly and in a workmanlike manner with first-class materials; (ii) by duly qualified or licensed Persons; (iii) without interference with, or disruption to, the operations of Landlord or other tenants or occupants of the Project; and (iv) in accordance with (a) plans and specifications approved in writing in advance by Landlord (as to both design and materials) which approval may be granted or withheld in Landlord’s sole and absolute discretion, except as otherwise expressly provided herein, and (b) all applicable governmental permits, legal requirements, rules and regulations. Upon completion of any Alterations, Tenant shall deliver to Landlord’s management office a reproducible copy of the “as built” drawings of such work as well as all permits, approvals and other documents issued by any governmental agency in connection with such financings work. (c) All present and future alterations, additions, renovations, improvements and installations made to the Premises (collectively, “Leasehold Improvements”), including any HVAC system located therein or exclusively serving the Premises, shall be subordinate deemed to be the property of Landlord when made and, upon Tenant’s vacation or abandonment of the Premises, unless Landlord directs otherwise, shall remain upon and be surrendered with the Premises in good order, condition and repair; provided, however, that upon the direction of Landlord, Tenant, upon the expiration or sooner termination of the Term, shall (i) remove any Leasehold Improvements that Landlord requires to be removed, and (ii) repair and restore all damage to the rights Premises, the Project or the Building that is caused by the installation of Landlord such Leasehold Improvements and/or such removal. All movable goods, inventory, office furniture, equipment, trade fixtures (including exterior signs) and other movable personal property belonging to Tenant that are not permanently affixed to the Premises, shall remain Tenant’s property (“Tenant’s Property”) and shall be removable by Tenant at any time, provided that Tenant: (i) is not in default under this Lease, and (ii) shall repair any damage to the Premises, the Project or the Building caused by the removal of any of Tenant’s Property. (d) Tenant shall cause any contractor performing work on the Premises to obtain, carry and maintain, at no expense to Landlord: (i) worker’s compensation insurance and employer’s liability insurance as required by the jurisdiction in which the Building is located; (ii) builder’s risk insurance with a deductible no greater than Ten Thousand Dollars ($10,000.00), in the amount of the full replacement cost of the Tenant’s Property and the Leasehold Improvements; (iii) Commercial General Liability Insurance providing on an occurrence basis a minimum combined single limit of One Million Dollars ($1,000,000.00) per occurrence (and Two Million Dollars ($2,000,000.00) general aggregate, if applicable); and (iv) business automobile liability insurance including the ownership, maintenance and operation of the automotive equipment, owned, hired and non-owned coverage with a combined single limit of not less than One Million Dollars ($1,000,000.00) for bodily injury and property damage. If the contractor fails to acquire such insurance, Tenant shall provide such insurance (except worker’s compensation insurance and employer’s liability) at its sole cost and expense.

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the withhold its consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by Tenanta lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Tenant shall furnish obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Premises, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the work. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the outside areas, and if Landlord consents to such waivers of liens improvements to the outside areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the outside areas in such manner, utilizing such materials, and appropriate affidavits from the general contractor or subcontractors with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably requestsatisfactory to Landlord. Notwithstanding Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the foregoingPremises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant, Landlord shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. prompt reimbursement from Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasefor all costs incurred.

Alterations. Except as set forth in this Section 14.3, Tenant shall not make no structural alterations, additions or improvements allow to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter made any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications Alterations to the Premises without Landlord's approval. In the event Landlord has ’s prior written consent, which shall not responded to Tenant's written request for alterations within fifteen (15) days of when receivedbe unreasonably withheld, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim conditioned or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestdelayed. Notwithstanding the foregoing, Tenant shall also be entitled have the right from time to make the following changes time and at any time, without necessity of Landlord's consent: ’s consent (but with reasonable prior notice to Landlord), (I) to perform Alterations that (i) do not exceed individually or in the aggregate in any alterations required year $100,000 per 50,000 rentable square feet of the Premises (with the result rounded to be made by it pursuant the nearest tenth; i.e., with respect to governmental ordersthe Original Premises, rules$350,000), laws, regulations, ordinances or requirements, and provided that such Alterations are not intentionally scheduled in a manner to circumvent Landlord’s right of consent under this Section 14.3; (ii) do not materially affect the Building/Project’s systems or structure (as reasonably determined by Landlord’s engineer); (iii) are not Specialty Alterations (defined below), which shall be reasonably determined by Landlord during the aforesaid thirty (30) day period (and in connection therewith, Tenant shall provide to Landlord any changes documentation or information reasonably requested by Landlord to enable Landlord to make such determination); and (iv) are not visible from outside of the Building; and (II) regardless of cost, to: (a) paint and install wall coverings; (b) install and remove office furniture; and (c) install and remove carpeting and other floor coverings. All Alterations, whether requiring Landlord’s consent or not, shall be made at Tenant’s sole expense (and, with respect to structural, mechanical, electrical or plumbing alterations, according to plans and specifications approved in its signage (provided writing by Landlord, such are approval not to be unreasonably withheld, conditioned or delayed), in compliance with local ordinances all Applicable Laws, by a licensed contractor approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed, and in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, shall not diminish the value of the Building or the Premises and shall at once become a part of the realty and shall be surrendered with the Premises (except as provided in Section 14.4, below). Landlord will not charge any restrictive covenants affecting the Premises) supervisory or those recommended administrative costs or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance fees or any alterations other costs or improvements permitted hereunder and may pledge its interest fees of any type in this Lease as security thereforconnection with any Alterations; provided, however, if Tenant requests that Landlord manage the construction of any liens granted Alteration, Tenant shall pay Landlord a construction supervision fee for all alterations undertaken by or on behalf of Tenant in connection with such financings the amount of two percent (2%) of the hard costs of construction. In addition, Tenant shall be subordinate reimburse Landlord for (x) any reasonably incurred, necessary and actual out-of-pocket review costs payable to the rights of Landlord under this Leasethird party architects and engineers, and (y) after-hour costs for Landlord’s staff required for Building systems coordination.

Alterations. Except as otherwise provided in this Section, Tenant shall make no structural alterations, additions additions, fixtures or improvements ("Alterations") to the Premises or the Building without the express prior written consent of Landlord Landlord, which consent shall not may be unreasonably granted withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without in Landlord's approvalsole absolute discretion. In the event that any requested Alteration would result in a change from Landlord's building standard materials and specifications for the Project ("Standard Improvements"), Landlord may withhold consent to such Alteration in its sole and absolute discretion. In the event Landlord has not responded so consents to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits a change from the general contractor or subcontractors Standard Improvements (such change being referred to as Landlord may reasonably request. Notwithstanding the foregoinga "Non-Standard Improvement"), Tenant shall also be entitled responsible of the cost of replacing such Non-Standard Improvement with the applicable Standard Improvement ("Replacements") which Replacements shall be completed prior to make the following changes without necessity Expiration Date or earlier termination of Landlord's consent: this Lease. Landlord shall not unreasonably withhold its consent to any Alterations which cost less then One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) any alterations required to affect the exterior of the Building or outside areas (or be made by it pursuant to governmental ordersvisible from adjoining sites), rules, laws, regulations, ordinances or requirements, and (ii) affect or penetrate any changes of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of, or Landlord's access to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vii) diminish the value of the Premises including, without limitation, using lesser quality materials than those existing in the Premises, or (viii) alter or replace Standard Improvements. Landlord may impose any condition to its consent, including but not limited to a requirement that the installation and/or removal of all Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its signage (provided sole and absolute discretion and requirements as to the manner and time of performance of such are work. Landlord shall in compliance with local ordinances and any restrictive covenants affecting the Premises) all events, whether or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall not Landlord's consent is required, have the right to finance approve the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any alterations contractor not approved by Landlord to perform any work on the Premises or on the Building. Tenant shall obtain all required permits for the installation and removal of Alterations and Replacements and shall perform the installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the Alterations. Under no circumstances shall Tenant make any Alterations or Replacements which incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed Alterations by Tenant, that improvements permitted hereunder be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas (which consent may pledge be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors, architects and engineers as Landlord may require in its interest sole and absolute discretion. Any request for Landlord's consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all Alterations made or affixed to the Premises, the Building or to the Common Area either during the Term of this Lease as security therefor; providedor during the term of the Existing Lease (excluding moveable trade fixtures and furniture), however, that any liens granted in connection with such financings shall become property of Landlord and shall be subordinate surrendered with the Premises at the end of the Term; except that Landlord may, by notice to Tenant given either prior to or following the expiration or termination of this Lease, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, or within ten (10) days following notice to Tenant that such removal is required if notice is given following the Expiration Date or sooner termination, all or any of the Alterations installed either by Tenant or by Landlord at Tenant's request either during the Term of this Lease or during the Term of the Existing Lease, and to repair any damage to the rights of Landlord under this LeasePremises, the Building or the Common Area arising from that removal and restore the Premises to their condition prior to making such Alterations.

Alterations. (a) Tenant shall make no structural alterations, additions or improvements in or to the Premises (collectively, “Alterations”) without the express Landlord’s prior written consent, and then only by a contractor, engineer or mechanic designated or approved by Landlord. Landlord may withhold its consent to such Alterations in its sole discretion if the proposed Alterations would adversely affect the structure or safety of the Building or its electrical, plumbing, HVAC, mechanical or safety systems; in all other circumstances, Landlord agrees not to unreasonably withhold its consent to proposed Alterations. Tenant agrees that there shall be no construction of partitions or other obstructions which consent might interfere with Landlord’s free access to mechanical installations or service facilities serving the Building or the moving of Landlord’s equipment to or from the enclosures containing said installations or facilities or proper sprinkler coverage in the Premises. All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant or at Tenant’s request shall be performed in full compliance with all Laws, and in full compliance with the rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau, or of any similar body. All such Alterations must conform to (and Tenant will comply with) the Building’s then-existing standards and requirements for (1) Tenant Improvements, (2) Construction Waste Management, (3) LEED Requirements and (4) Construction Indoor Air Quality (such standards are, as of the execution hereof, respectively set forth in Exhibits ▇-▇, ▇-▇, ▇-▇ and A-6 attached hereto, but are subject to modification from time to time). Tenant shall pay Landlord all reasonable costs incurred by Landlord in connection with the proposed Alterations (including, but not limited to, costs incurred in reviewing the plans and specifications therefor and in administering or managing the construction of the Alterations); at Landlord’s option and prior to the commencement of the Alterations, Tenant shall deposit with Landlord the estimated cost of the foregoing along with the cost of making any alterations to the Building or the parcel if such costs are Tenant’s expense pursuant to Subparagraph 8(d) above, it being agreed that any surplus shall be unreasonably withheld returned to Tenant following the completion of the Alterations in compliance with this Subparagraph 14(a). Neither Landlord’s approval or delayedsupervision of any Alterations, nor Landlord’s designation or recommendation of any contract or supplier in connection therewith, shall be deemed a warranty as to the design, workmanship, or quality of materials or the compliance of the Alterations with any governmental requirements. Before commencing any work, Tenant shall give Landlord at least five (5) days’ written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant’s own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for said work. Tenant further covenants and agrees that any mechanic’s lien filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10) days after the filing thereof, at the cost and expense of Tenant. All alterations, decorations, additions or improvements upon the Premises, made by either party including (without limiting the generality of the foregoing) all wall covering, built-in cabinet work, paneling and the like, shall, unless Landlord elects otherwise, become the property of Landlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by written notice to Tenant, given when the Alterations are approved by Landlord, require Tenant may alter to remove all partitions, counters, railings and the like installed by Tenant, and Tenant shall repair any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications damage to the Premises arising from such removal or, at Landlord’s option, shall pay to the Landlord the reasonable costs of such removal and repair. (b) All articles of personal property and all business and trade fixtures, machinery and equipment, cabling, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant and may be removed by Tenant at any time during the lease term provided Tenant is not in default hereunder, and provided further that Tenant shall repair any damage caused by such removal. Tenant shall dispose of in an environmentally sustainable manner any equipment, furnishings, or materials no longer needed by Tenant and shall recycle or re-use in accordance with Landlord’s sustainability practices. Tenant is responsible for reporting this activity to Landlord in a format determined by Landlord. If Tenant shall fail to remove all of its effects from said Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same in a reasonable manner that Landlord shall choose, and store said effects without liability to Tenant for loss thereof, and Tenant agrees to pay Landlord upon demand any and all expenses incurred in such removal, including court costs and attorneys’ fees and storage charges on such effects for any length of time that the same shall be in Landlord's approval’s possession, or Landlord may, at its option, without notice, sell said effects, or any of the same, at private sale and without legal process, for such reasonable price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this Lease from Tenant to Landlord and upon the expense incident to the removal, storage and sale of said effects. In Landlord and Tenant agree that the event obligations and rights set forth in this Subparagraph 14(b) shall survive the expiration or earlier termination of this Lease. (c) Landlord has not responded reserves the right at any time and from time to time, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant's written request for alterations within fifteen ’s obligations under this Lease, to make such changes, alterations, additions, improvements, repairs or replacements in or to the Building (15including the Premises if required so to do by any Law) days of when receivedand the fixtures and equipment thereof, such alteration as well as in or to the street entrances, halls, passages and stairways thereof, to change the name by which the Building is commonly known, as Landlord may deem necessary or desirable. Nothing contained in this Subparagraph 14(c) shall be deemed to have been approved by Landlord. relieve Tenant agrees to save Landlord harmless on account of any claim duty, obligation or lien liability of mechanicsTenant with respect to making any repair, materialmen replacement or other party, in connection improvement or complying with any alterationsLaw and nothing contained in this Subparagraph 14(c) shall be deemed or construed to impose upon Landlord any obligation, additions responsibility or improvements liability whatsoever, for the care, supervision or repair of the Building or any part thereof other than as otherwise provided in this Lease. (d) Notwithstanding anything to the Premises performed by Tenant. Tenant shall furnish such waivers of liens contrary in this Lease, with Landlord’s prior written consent and appropriate affidavits from subject to the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingrequirements set forth herein, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: may, at its sole cost and expense, (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances connect or requirements, and obtain data/voice telecommunications services from the Building communications closet (the “Main Point of Entry”); (ii) connect or install cabling or wiring for an interior network or an intermediate distribution facility from the Main Point of Entry; or (iii) connect or install cabling or wiring for any changes other purpose in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have be responsible for all data/voice, telecommunications, interior network, or computer cabling or wiring which are located in the right Premises or which exclusively serve the Premises from the Main Point of Entry, whether or not installed by Tenant (collectively, the “Cabling”). Prior to finance such installation or connection, Tenant shall submit (x) a detailed description and diagram of the work or Alterations (the “Wiring Floor Plan”) to Owner, which shall include the specifications, location, and connection to the Main Point of Entry, any alterations or improvements permitted hereunder preexisting Cabling, and/or Building facilities (y) any proposed penetrations in firewalls and may pledge its interest in this Lease as security therefor; provided, however, (z) the proposed cabling contractor. Tenant agrees that any liens granted in connection with such financings all Cabling installed pursuant to the Wiring Floor Plan and all necessary and related data/voice equipment shall be subordinate to installed, configured, maintained, and, at end of Lease Term, removed by a licensed reputable contractor at Tenant’s sole expense. Landlord shall have no liability or responsibility for any direct, indirect, incidental or consequential damages including, but not limited to, damages from loss of profits or loss of data resulting from failure of cabling infrastructure or network hardware provided by Landlord. Such Alterations and work required in the rights of Wiring Floor Plan shall comply with this Paragraph 14. The Wiring Floor Plan shall become Exhibit A-7 and shall be attached and incorporated herein at such time when Landlord under this Leasereceives and approves such Wiring Floor Plan.

Alterations. Tenant shall not (i) make no structural any Capital Alterations on or to any Leased Property, (ii) enlarge or reduce the size of any Facility and/or (iii) make any Capital Alterations or other Alterations that would tie in or connect with any improvements on property adjacent to the Land. Tenant may, without Landlord’s consent, make any alterations, additions additions, or improvements (collectively, with the alterations described in items (i) – (iii) of the preceding sentence, “Alterations”) to any Leased Property if such Alterations are not of the type described in clause (i), (ii) or (iii) above, so long as in each case: (w) the same do not (A) decrease the value of the Leased Property, (B) affect the exterior appearance of the Leased Property, or (C) affect the structural components of the Leased Property or the main electrical, mechanical, plumbing, elevator or ventilating and air conditioning systems for any Facility, (x) the same are consistent in terms of style, quality and workmanship to the Premises without original Leased Property and Fixtures, (y) the express same are constructed and performed in accordance with the provisions of Section 11.2 below and (z) the cost thereof does not exceed, in the aggregate, $250,000.00 for any consecutive twelve (12) month period with respect to any single Facility. Except for those limited Alterations that expressly do not require Landlord’s consent pursuant to the preceding sentence, all Alterations shall be subject to Landlord’s prior written consent, in Landlord’s discretion. To the extent Landlord’s prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, required in connection with any alterationsAlterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish Landlord may impose such waivers of liens and appropriate affidavits from the general contractor or subcontractors conditions thereon in connection with its approval thereof as Landlord may reasonably requestdeems appropriate. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental ordersLandlord agrees that painting, rules, laws, regulations, ordinances or requirementslandscaping, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; providedreplacement of floor coverings, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.wall coverings

Alterations. Tenant shall make no structural alterations, additions or improvements 5.01 The following provisions supplement but do not replace the provisions of this Lease related to alterations and repairs of the Premises without by Tenant, now or afterward; where these provisions conflict with the express prior written consent other provisions of the Lease, however, the following provisions shall control. (a) Landlord shall have the right to approve the general contractor, construction manager, subcontractor, architect and engineer which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications select; for electrical work connecting to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when receivedcore electrical systems, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoinghowever, Tenant shall also be entitled to make the following changes without necessity of utilize Landlord's consent: (i) any alterations required contractor(s), provided their pricing is reasonably competitive with other bids, such decision to be made by it pursuant to governmental ordersTenant within ten (10) days after submission of Tenant's receipt of bids. If Landlord's contractors' prices are not reasonably competitive with other bids, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. then Tenant shall have the right to finance solicit independent bids from electrical contractors reasonably satisfactory to Landlord. (b) Landlord shall be entitled only to a five percent (5%) construction coordination fee, not in excess of $6,000, based upon the cost of Tenant's contractors' charges for alterations and repairs. (c) Prior to commencing any alterations alterations, Tenant shall submit plans and specifications to Landlord , which shall be approved or improvements permitted hereunder disapproved within thirty (30) business days after submission to Landlord. Landlord hereby notifies Tenant, and may pledge its interest Tenant hereby agrees to be bound by such notification, that all fixtures and equipment built or installed by Tenant in the Premises and on the Roof shall be required to be removed by Tenant at the end of the Lease Term, at Tenant's sole cost and expense, in a manner that shall comply with all applicable terms and conditions for the original installation thereof as are in effect at the time of such removal leaving the said Premises and Roof in the same condition as they were at the commencement of this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseordinary wear and tear excepted.

Alterations. Except as otherwise provided in this Section, Tenant shall make no structural alterations, additions additions, fixtures or improvements ("Alterations") to the Premises or the Building without the express prior written consent of Landlord which consent may be granted or withheld in Landlord's sole and absolute discretion. Landlord shall not be unreasonably withheld or delayed, except that Tenant may alter withhold its consent to any wall that is not Alterations which cost less than One Dollar ($1.00) per square foot of a load-bearing nature without the consent improved portions of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has (excluding warehouse square footage) and do not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to affect the exterior of the Building or outside areas (or be made by it pursuant to governmental ordersvisible from adjoining sites), rules, laws, regulations, ordinances or requirements, and (ii) affect or penetrate any changes of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of, or Landlord's access to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vii) diminish the value of the Premises including, without limitation, using lesser quality materials than those existing in the Premises, or (viii) alter or replace Standard Improvements. Landlord may impose any condition to its consent, including but not limited to a requirement that the installation and/or removal of all Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its signage (provided sole and absolute discretion and requirements as to the manner and time of performance of such are work. Landlord shall in compliance with local ordinances and any restrictive covenants affecting the Premises) all events, whether or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall not Landlord's consent is required, have the right to finance approve the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any alterations contractor not approved by Landlord to perform any work on the Premises or on the Building. Tenant shall obtain all required permits for the installation and removal of Alterations and Replacements and shall perform the installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Site, and the Rules and Regulations as described in Article XVII. Tenant understands and agrees tat Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the Alterations; provided that such supervision fee shall not be charged for cosmetic improvements permitted hereunder and may pledge its interest in this Lease not requiring a permit. Under no circumstances shall Tenant make any Alterations or Replacements which incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premies, the Building or the Common Area. If any governmental entity requires, as security therefor; provided, howevera condition to any proposed Alterations by Tenant, that any liens granted improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas (which consent may be withheld in connection the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such financings contractors, architects and engineers as Landlord may require in its sole and absolute discretion. Any request for Landlord's consent to any proposed Alterations shall be subordinate made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all Alterations made or affixed to the rights Premises, the Building or to the Common Area (excluding moveable trade fixtures, equipment, and furniture installed by Tenant and not paid for by Landlord pursuant to Exhibit X), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord under and shall be surrendered with the Premises at the end of the Term; except that Landlord may, by notice to Tenant given at the time of its consent to the Alteration, require Tenant to remove same by the Expiration Date or sooner termination date of this Lease, and to repair any damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises to their condition prior to making such Alteration. It is understood that Tenant shall be permitted to install an exterior air compressor for the Building, subject to Landlord's reasonable prior written approval of the location, plans and screening therefor.

Alterations. Except as otherwise provided in this Section, Tenant shall make no structural alterations, additions additions, fixtures or improvements ("Alterations") to the Premises or the Building without the express prior written consent of Landlord Landlord, which consent may be granted or withheld in Landlord's reasonable discretion. However, Landlord's consent shall not be required to any Alterations which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of, or Landlord's access to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vii) diminish the value of the Premises including, without limitation, using lesser quality materials than those existing in the Premises, or (viii) alter or replace Standard Improvements. Landlord may impose any condition to its consent, including but not limited to a requirement that the installation and/or removal of all Alterations be covered by a lien and completion bond satisfactory to Landlord in its sole and absolute discretion and requirements as to the manner and time of performance of such work. Landlord shall in all events, whether or not Landlord's consent is required, have the right to approve the contractor performing the installation and removal of Alterations and Tenant shall not permit any contractor not approved by Landlord (which approval shall not be unreasonably withheld or delayed) to perform any work on the Premises or on the Building. Tenant shall obtain all required permits for the installation and removal of Alterations and shall perform the installation and removal of Alterations in compliance with all applicable laws, except regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Site, and the Rules and Regulations as described in Article XVII. Under no circumstances shall Tenant make any Alterations which incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed Alterations by Tenant, that Tenant improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas (which consent may alter any wall that is not of a load-bearing nature without be withheld in the consent sole and absolute discretion of Landlord. ), then Tenant may shall, at Tenant's sole expense, make non-structural changes and modifications such required improvements to the Premises without Common Areas in such manner, utilizing such materials, and with such contractors, architects and engineers as Landlord may require in its sole and absolute discretion. Any request for Landlord's approval. In the event Landlord has not responded consent to Tenant's written request for alterations within fifteen (15) days of when received, such alteration any proposed Alterations shall be deemed made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to have been approved by Landlord. Tenant Unless Landlord otherwise agrees in writing, all Alterations made or affixed to save Landlord harmless on account of any claim or lien of mechanicsthe Premises, materialmen or other party, in connection with any alterations, additions or improvements of the Building or to the Common Area (excluding trade fixtures, equipment and furniture), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises performed at the end of the Term; except that Landlord may, by Tenant. notice to Tenant shall furnish such waivers of liens and appropriate affidavits from given at the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity time of Landlord's consent: (i) consent to the Alteration, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations required to be made of the Alterations installed either by it Tenant or by Landlord at Tenant's request, including without limitation all Tenant Improvements constructed pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsthe Work Letter (except as otherwise provided in the Work Letter), and (ii) to repair any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting damage to the Premises) , the Building or those recommended or required by the automobile manufacturer whose automobiles are sold on Common Area arising from that removal and restore the Premises. Tenant shall have the right Premises to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with their condition prior to making such financings shall be subordinate to the rights of Landlord under this LeaseAlterations.

Alterations. 7.1 Tenant, at its own cost and expense, may make additions, alterations and changes (collectively, "alterations") in and to the Demised Premises from time to time during the term of this lease as Tenant may deem necessary or desirable, without the prior approval of Landlord, subject to compliance with the following: (a) The alterations shall be made in a good and workmanlike manner, in compliance with all insurance requirements and laws of public authorities, and all necessary permits and licenses shall be timely obtained; (b) With respect to structural alterations only, copies of all necessary permits and licenses, together with plans and specifications applicable to the alterations, shall be delivered to Landlord at least ten (10) business days prior to commencement of the alterations, and Tenant shall make no structural alterationspay Landlord, additions upon notice, a reasonable charge for the costs (including legal, architectural and engineering fees) incurred by Landlord in reviewing the permits, licenses, plans and specifications; (c) The Demised Premises shall at all times be kept free of liens for labor or improvements materials supplied to the Premises without the express prior written consent of Landlord which consent Demised Premises; (d) Tenant shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes indemnify and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save hold Landlord harmless on account of from and against any cost or claim or lien of mechanics, materialmen or other party, (including attorneys' fees and disbursements) made in connection with any lien or otherwise resulting from the prosecution of the alterations; and (e) Prior to commencing the alterations, additions Tenant or improvements its contractors shall procure and shall thereafter maintain at all times when any work is in progress, workmen's compensation insurance, general liability insurance and standard form of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens fire and extended coverage insurance (with Builder's Risk endorsement, if appropriate), appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestin coverage and amount. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: alterations that (i) any alterations required to be made by it increase Landlord's maintenance, repair and cleaning costs pursuant to governmental ordersSection 6.2 or Section 6.3, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage change the exterior appearance of the Demised Premises, or (provided such are in compliance with local ordinances and any restrictive covenants affecting iii) impact adversely upon the Premisesstructural integrity of the Building or (iv) detract from or those recommended or required by diminish the automobile manufacturer whose automobiles are sold on value of the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease Demised Premises as security therefor; provideda commercial office project, however, that any liens granted in connection with such financings shall be subordinate to made only with the rights prior written consent of Landlord under this LeaseLandlord.

Alterations. SECTION 23.1 (f) Tenant shall not before or during the Term make no structural alterations, additions or improvements suffer to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with made any alterations, additions or improvements of (including, without limitation, Tenant’s Work) in or to the Premises performed (herein collectively called “Alterations”) without first obtaining Landlord’s written consent thereto based on detailed plans and specifications submitted by TenantTenant and prepared by an architect licensed and registered in the State of New York,, such consent not to be unreasonably withheld or delayed. Landlord’s consent may be withheld in Landlord’s sole discretion, however, if Alterations will impair the Structural Elements or any Building systems. Tenant may, however, notwithstanding anything to the contrary in the Lease, without the consent of Landlord, make alternations not exceeding a cost of $50,000 per year, provided same do not impair the structural elements of the building. (i) Except as specifically provided in this Lease, all repairs, replacements, and reconstruction (including, without limitation, all Alterations) made by or on behalf of Tenant or any of Tenant’s agents shall furnish be made and performed (A) at Tenant’s cost and expense, (B) in such waivers manner so as to be at least equal in quality of liens materials and appropriate affidavits workmanship to the original work or installation, (C) in accordance with the insurance requirements set forth in the Lease in connection with the proposed work, (D) in accordance with the rules and regulations for the Building adopted by Landlord from time to time and in accordance with all applicable laws and regulations or governmental authorities having jurisdiction over the general contractor Premises, (E) so as not to unreasonably interfere with the use and enjoyment of the Building by Landlord, other tenants of the building or subcontractors any other persons, and (F) in compliance with such other reasonable requirements as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled from time to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and time promulgate. (ii) any changes in In connection with its signage (provided such are in compliance with local ordinances performance of Tenant’s Work and any restrictive Alterations; Tenant covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease agrees as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.follows:

Alterations. Tenant shall make no structural 5.1 Except (a) for those alterations, additions and improvements specifically provided for in the Work Letter attached as Exhibit C to this Lease, and (b) to the extent that any alterations, additions and improvements to be made at any one time cost less than $5,000, in the aggregate, provided that Tenant complies with applicable laws and such alterations, additions and improvements do not negatively affect the structural integrity of the Building, Tenant shall not make or improvements suffer to be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 6, without the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld or delayedwithheld; provided, except that Tenant may alter however, any wall that is not change pursuant to subpart (b) above shall nevertheless require a written notice and disclosure of a load-bearing nature without the consent of such changes to Landlord. When applying for a required consent, Tenant may make non-structural changes shall, if requested by Landlord, furnish complete plans and modifications to the Premises without Landlord's approval. specifications for such alterations, additions and improvements. 5.2 In the event Landlord has not responded consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made using Landlord's contractor, if Landlord's contractor is the lowest bid, at Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any sole cost and expense. 5.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all governmental laws, ordinances, rules and regulations and Tenant shall, prior to construction, provide all such assurances to Landlord, including but not limited to, waivers of lien and surety company performance bonds as Landlord shall require to assure payment of the costs thereof and to protect Landlord and the Building and appurtenant land against any loss from any mechanic's, materialmen's or other liens. 5.4 All alterations, additions, and improvements in, on, or to the Premises made or installed by Tenant, including any carpeting installed by Tenant, shall be the property of Tenant during the Term but, excepting furniture, furnishings, movable partitions and other trade fixtures, shall immediately become a part of the realty and belong to Landlord without compensation to Tenant. 5.5 Tenant shall pay in addition to any sums due pursuant to Article 4, any increase in ad valorem real estate taxes attributable to any such alteration, addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord's election said sums shall be paid in the same way as sums due under Article 4. 5.6 Notwithstanding anything to the contrary in this Lease, Tenant shall not have any responsibility, or directly or indirectly bear any cost or expense, in respect of the federal Clean Air Act (or similar federal, state or local law) or any retrofitting or modification of the heating, ventilating and air conditioning system of the Premises or Building as to freon or other regulated chemicals or systems. 5.7 Notwithstanding anything to the contrary in this Lease, Landlord shall be solely responsible for compliance with the Americans with Disabilities Act for (x) all work performed by Landlord in connection with this Lease in the Premises (including existing tenant improvements and those constructed pursuant to this Lease) and (y) all other portions of the Building and Project, without cost to or reimbursement by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from solely be responsible for compliance 24 with the general contractor Americans with Disabilities Act for all tenant improvements within the Premises not constructed or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required installed by the automobile manufacturer whose automobiles are sold on owner of the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseBuilding.

Alterations. (a) Tenant shall not create any openings in the roof or exterior walls, demolish all or any part of the Improvements, excavate any part of the Premises or make no structural alterationsany other replacements, additions additions, improvements or improvements alterations (collectively, "Alterations") to the Premises without the express Landlord's prior written consent of Landlord consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, except that however, Tenant may alter any wall that is shall not of a load-bearing nature without the have to obtain Landlord's consent of Landlord. Tenant may to make non-structural changes all Alterations in and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when receivedrequired by any governmental authority, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. extent Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestis obligated to do same under this Lease. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance make Alterations with at least thirty (30) days' prior notice to Landlord (which notice shall include plans of the work, if applicable, and, if not applicable, then a description of the work), but, without the prior written consent of Landlord, as long as the Alterations do not pertain to the roof, foundations, structural components of the Building, HVAC and other utility systems, are otherwise non-structural in nature and the cost of which does not exceed $250,000.00 ("Non-Structural Alterations"). In addition, Tenant will not need the prior written consent of Landlord for Non-Structural Alterations exceeding $250,000 if such alteration is made to accommodate the subtenancy/occupancy of a "Portfolio Occupant" (hereinafter defined), but Tenant shall be required to give prior written notice to Landlord together with the aforesaid plans or description of such work. (b) Tenant shall perform any Alterations and Non-Structural Alterations, which it is permitted under subsection 9.2(a) to make, with first quality materials, in a good and workmanlike manner, strictly in accordance with plans and specifications therefor first approved in writing by Landlord, if required, and in accordance with all applicable governmental restrictions, orders, regulations, laws and ordinances and in compliance with any insurance policies, or insurance underwriting requirements. Such work shall be performed by a licensed contractor, at Tenant's expense. Upon completion of any Alterations, Tenant shall provide Landlord with such documents as Landlord may reasonably require (including, without limitation, sworn contractors statements and supporting lien waivers) evidencing payment in full for such work, and "as built" working drawings, if available. Tenant shall, upon written notice from Landlord, immediately remove any work which does not comply with provisions of this Section 9.2(b) and restore the Premises to their condition immediately prior to performance of the work. Tenant shall be required to make those alterations or and/or improvements permitted hereunder to the Improvements described in Exhibit "D" ("Required Tenant Work") and it is contemplated that Tenant may pledge its interest in this Lease as security therefor; provided, however, that any liens granted make other Alterations in connection with such financings its original occupancy of the Improvements ("Initial Alterations"). Tenant shall cause to be subordinate prepared plans and specifications (the "Plans") for the Required Tenant Work and Initial Alterations and shall submit the Plans to Landlord for its approval no later than March 31, 2000. Landlord shall have fourteen (14) days after Tenant's submission thereof to deliver any objections to the rights Plans to Tenant or, if Tenant delivers a second notice to Landlord after said fourteen (14) day period (the "Reminder Notice"), be deemed to have approved the Plans. Landlord agrees not to unreasonably withhold or condition its approval of the Plans. In the event Landlord under this Lease.provides Tenant with written objections to the Plans, Tenant shall promptly revise the Plans and the approval process shall continue until the parties have reached agreement. Fifteen (15) days after Landlord's review and approval of "Tenant Allowance Documents" (hereinafter defined) to be submitted by Tenant to Landlord after completion INITIAL HERE: Landlord: Tenant: DK RP --------- --------

Alterations. Tenant (a) Borrower shall make no structural alterations, additions or improvements cause Mortgage Borrower to the Premises without the express obtain Mortgage Lender’s prior written consent to any alterations to any Improvements (each, an “Alteration” and collectively, “Alterations”) as and when required pursuant to Section 5.1.21 of Landlord the Mortgage Loan Agreement. Following the repayment of the Mortgage Loan in full, Borrower shall obtain the Administrative Agent’s prior written consent to any Alterations, which consent shall not be unreasonably withheld or delayed, delayed except with respect to Alterations that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall would reasonably be deemed expected to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requesta Material Adverse Effect. Notwithstanding the foregoing, Tenant Administrative Agent’s consent shall also not be entitled to make the following changes without necessity of Landlord's consent: required in connection with any Alterations that (i) will not have a Material Adverse Effect and the cost of any alterations required to be made by it pursuant to governmental ordersindividual Alteration project does not exceed $75,000,000 (the “Threshold Amount”), rules, laws, regulations, ordinances or requirements, and (ii) any changes Alterations set forth on Schedule 5.1.21 hereto (the “Pre-Approved Alterations”), (iii) Replacements if there are sufficient reserves on deposit in its signage 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 (vii) Alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement. Administrative Agent shall grant or deny any consent required under this Section 5.1.21 within ten (10) Business Days after the receipt of the applicable request and all documents reasonably necessary in connection therewith. In the event that Administrative Agent fails to respond within such ten (10) Business Day period and such request was marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” 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 connection therewith, which such second notice shall have been marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the event that Administrative Agent 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 Administrative Agent to the requested item, provided, that Administrative Agent 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 Administrative Agent 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 (1) such amounts to be paid or reimbursed by Tenants under the Leases, (2) 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 of the Mortgage Loan Agreement, (3) any amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 5.1.21(c) hereof and (4) costs incurred in connection with a Restoration of the Property in accordance with the terms hereunder), Borrower shall promptly deliver to Administrative Agent (or cause Mortgage Borrower to 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 Administrative Agent 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 Mortgage Lender or (ii) if the funds are being deposited by CPLV Tenant in compliance an account in the name of CPLV Tenant held by an Eligible Institution subject to a security interest in favor of Mortgage Borrower and assigned to Mortgage Lender and subject to the control of Mortgage Lender pursuant to a deposit or securities account control agreement in form and substance reasonably satisfactory to Mortgage Lender, and such security shall be subject to the terms and conditions of the CPLV Lease SNDA. Subject to Section 5.1.21(b) 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 (or cause to be cured) 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, Mortgage Borrower or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant, Mortgage Borrower or Borrower, Administrative Agent may apply such security from time to time at the option of Administrative Agent to pay for such Alterations. Notwithstanding any of the foregoing to the contrary, no such security and/or Alterations Deposit shall be required to the extent Mortgage Borrower is required to and does provide such security and/or Alterations Deposit (as defined in the Mortgage Loan Agreement) for the same to Mortgage Lender in accordance with local ordinances the Mortgage Loan Documents. In the event any Alteration constitutes Material Capital Improvements (as defined in the CPLV Lease) and any restrictive covenants affecting the Premises) no consultant or those recommended or required engineer shall have been engaged by the automobile manufacturer whose automobiles are sold Mortgage Lender pursuant to Section 5.1.21(a) of the Mortgage Loan Agreement, Administrative Agent shall have the right, at Borrower’s, Mortgage 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 provided to Administrative Agent shall be disbursed from time to time by Administrative Agent 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 Mortgage Borrower to cause CPLV Tenant to) submit a request for payment to Administrative Agent 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 Premisesdate such request is received by Administrative Agent and on the date such payment is to be made, no Event of Default shall be continuing, 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 material respects with all applicable Legal Requirements, (y)(A) if requested by Administrative Agent, copies of paid invoices or copies of invoices to be paid, as applicable, 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 $250,000 and (B) if requested by Administrative Agent, 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 up 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. Tenant Each Alterations Deposit (to the extent required to be delivered to Administrative Agent hereunder) shall be held by Administrative Agent 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 returned to Borrower or CPLV Tenant, as applicable. (c) The Borrower shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; providedpermit Mortgage Borrower to permit CPLV Tenant to construct the New Hotel Tower, however, that any liens granted in connection with such financings shall be subordinate subject to the rights satisfaction of Landlord under this Leasethe conditions set forth in Section 5.1.21(c) of the Mortgage Loan Agreement.

Alterations. Tenant shall not make no structural alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building, the Campus or the Project (collectively referred to as “Alterations”) without first obtaining the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld withheld, conditioned or delayed, except However, Landlord’s consent shall not be required for any Alteration that Tenant may alter any wall that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) is not visible from the exterior of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approvalor Building; (3) will not affect the systems or structure of the Building, the Campus or the Project; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises. In However, even though consent is not required, the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days performance of when received, such alteration Cosmetic Alterations shall be deemed subject to have been approved by Landlord. Tenant agrees all the other provisions of this Section IX.C. Prior to save Landlord harmless on account of any claim or lien of mechanicsstarting work, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers Landlord with plans and specifications reasonably acceptable to Landlord; names of liens and appropriate affidavits from the general contractor or subcontractors as contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Building systems); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably requestrequired by Landlord; and any security for performance that is reasonably required by Landlord (provided that no such security shall be required for Alterations costing less than $50,000.00). Notwithstanding Changes to the foregoing, Tenant shall plans and specifications must also be entitled submitted to make Landlord for its approval, which shall not be unreasonably withheld, conditioned or delayed. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the following changes without necessity of Landlord's consent: (i) any alterations required to be made quality designated by it pursuant to governmental orders, Landlord as the minimum standard for the Building and the Campus. Landlord may designate reasonable rules, lawsregulations and procedures for the performance of work in the Building, regulationsthe Campus and the Project and, ordinances or requirementsto the extent reasonably necessary to avoid disruption to the occupants of the Building, the Campus and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant Project, shall have the right to finance designate the reasonable time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an invoice for reasonable and actual sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any alterations non-Cosmetic Alterations equal to 3% of the cost of the non-Cosmetic Alterations. Upon completion, Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of lien in recordable form, and receipted bills covering all labor and materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord’s approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws or improvements permitted hereunder will be adequate for Tenant’s use. At least 10 Business Days before beginning construction of any Alteration, Tenant shall give Landlord written notice of the expected commencement date of that construction to permit Landlord to post and may pledge its interest record a notice of non-responsibility. Upon substantial completion of construction, if the law so provides, Tenant shall cause a timely notice of completion to be recorded in this Lease as security therefor; provided, however, that any liens granted the office of the recorder of the county in connection with such financings shall be subordinate to which the rights of Landlord under this LeaseBuilding is located.

Alterations. Tenant shall may not make no structural alterationsany improvement, additions alteration, addition or improvements change to the Premises or to any mechanical, plumbing or HVAC facilities or other systems serving the Premises (an “Alteration”) without the express Landlord’s prior written consent of Landlord consent, which consent shall be requested by Tenant not less than 30 days before commencement of work and shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant provided that Landlord receives 10 business days’ prior notice, Landlord’s prior consent shall also not be entitled to make the following changes without necessity of Landlord's consent: required for any Alteration that (i) is reasonably estimated (together with any alterations required other Alterations performed without Landlord’s consent pursuant to this sentence during the 12-month period ending on the date of such notice) to cost less than $40,000.00; (ii) is not visible from outside the Premises; (iii) does not affect any system or structural component of the Building; and (iv) does not require work to be made performed inside the walls or above the ceiling of the Premises. For any Alteration, (a) Tenant, before commencing work, shall deliver to Landlord, and obtain Landlord’s approval of, plans and specifications; (b) Landlord, in its reasonable discretion, may require Tenant to obtain security for performance reasonably satisfactory to Landlord; (c) Tenant shall deliver to Landlord “as built” drawings (in CAD format, if reasonably requested by it pursuant to Landlord), completion affidavits, full and final lien waivers, and all governmental orders, rules, laws, regulations, ordinances or requirementsapprovals; and (d) Tenant shall pay Landlord upon demand (i) Landlord’s reasonable out-of-pocket expenses incurred in reviewing the work, and (ii) any changes in its signage a coordination fee equal to five percent (provided such are in compliance with local ordinances and any restrictive covenants affecting 5%) of the Premises) or those recommended or required by cost of the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforwork; provided, however, that this clause (d) shall not apply to any liens granted in connection with such financings shall be subordinate Tenant Improvements constructed pursuant to the rights of Landlord under this Lease.Exhibit B.

Alterations. After installation of the initial Tenant shall Improvements for the Premises pursuant to EXHIBIT "C", Tenant may, at its sole cost and expense, make no structural alterations, additions or additions, improvements and decorations to the Premises without (collectively, "Alterations") subject to and upon the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that following terms and conditions: (a) Tenant may alter not make any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentAlterations which: (i) affect any alterations area outside the Premises; (ii) affect the Building's structure, equipment, services or systems, or the proper functioning thereof, or Landlord's access thereto; (iii) affect the outside appearance, character or use of the Building or the Building Common Areas; (iv) in the reasonable opinion of Landlord, lessen the value of the Building; or (v) will violate or require a change in any occupancy certificate applicable to the Premises. (b) Before proceeding with any Alterations which are not prohibited in SUBPARAGRAPH 13(a) above, Tenant must first obtain Landlord's written approval of the plans, specifications and working 14. drawings for such Alterations, which approval Landlord will not unreasonably withhold or delay; provided, however, Landlord's prior approval will not be required for any such Alterations which are not prohibited by SUBPARAGRAPH 13(a) above and which cost less than Two Thousand Five Hundred Dollars ($2,500) as long as (i) Tenant delivers to be made by it pursuant Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to governmental orders, rules, laws, regulations, ordinances or requirementscommencement of the work thereof, and (ii) the other conditions of this PARAGRAPH 13 are satisfied, including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which govern contractors. Landlord's approval of plans, specifications and/or working drawings for Alterations will not create any changes in its signage (provided such are in responsibility or liability on the part of Landlord for theft completeness, design sufficiency, or compliance with local ordinances applicable permits, laws, rules and regulations of governmental agencies or authorities. In approving any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have Alterations, Landlord reserves the right to finance any alterations or improvements permitted hereunder and require Tenant to increase its Security Deposit to provide Landlord with additional reasonable security for the removal of such Alterations by Tenant as may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under required by this Lease.

Alterations. Notwithstanding any provision in this Lease to the contrary, except for Permitted Alterations, Tenant shall not make no structural alterations, additions or improvements cause to the Premises be made any Alterations without the express prior written consent and approval of Landlord Landlord, which consent shall not and approval may be unreasonably withheld withheld, conditioned or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of delayed in Landlord. Tenant may make non-structural changes ’s sole and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforabsolute discretion; provided, however, that: 9.3.2.1 Landlord’s consent shall not be required for any Permitted Alterations (such that, by way of example only, Landlord’s consent would be required for the installation of overhead ladder racks that any liens granted in connection with such financings shall be subordinate are attached to the rights ceiling, but Landlord’s consent would not be required for the installation of equipment which does not involve drilling into the floor or ceiling); 9.3.2.2 Tenant shall have the right, at its sole cost and expense and subject to Landlord’s approval of the plans and specifications therefor and the contractors who shall perform such work, to: (a) install its own security system (“Tenant’s Security System”) within the Datacenter Space and (b) to integrate Tenant’s Security System and management systems into Landlord’s Building security system and Building management systems; provided, further that: (i) Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that Landlord shall have access to the Datacenter Space at all times, (ii) Tenant shall ensure that Tenant’s Security System shall comply with all applicable Laws, and (iii) in no event shall Landlord be liable for the malfunctioning of Tenant’s Security System, except in the event of gross negligence or willful misconduct on the part of Landlord under this Leaseor the Landlord Parties, and Tenant shall indemnify, defend and hold the Landlord Parties harmless from and against all Claims arising or relating thereto; and 9.3.2.3 Tenant shall give Landlord not less than seven (7) business days’ prior written notice before commencing any Alterations (including, but not limited to, any Permitted Alterations) so as to permit Landlord to post appropriate notices of non-responsibility. If reasonably required by Landlord within three (3) business days written notice prior to commencing any Alterations, Tenant shall also secure, prior to commencing any Alterations, at Tenant’s sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work.

Alterations. (A) Except as provided in Section 3.4 hereof, Tenant shall not make no structural any Alterations without Landlord's prior consent. Landlord shall not unreasonably withhold or delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the outside of the Building, (ii) do not affect any part of the Building other than the Premises or require any alterations, installations, improvements, additions or improvements other physical changes to be performed in or made to any portion of the Premises Building or the Real Property other than the Premises, (iii) do not affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect the proper functioning of any Building System, and (v) do not affect the certificate of occupancy for the Building or the Premises. (B) (1) Prior to making any Alterations, including, without limitation, the express prior written consent Initial Alterations, Tenant shall (i) 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 Landlord such plans and specifications (except with respect to any nonstructural Alteration referred to in Section 3.4 hereof for which consent Landlord's approval is not required or with respect to any Alteration of such scope that plans and specifications are not required by any Requirements and would not be customarily requested in accordance with good construction practice), which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to (ii) at Tenant's written request for alterations within fifteen expense, obtain all permits, approvals and certificates required by any Governmental Authorities, it being agreed that (15x) days of when received, such alteration Landlord shall be deemed to have been approved by Landlord. cooperate with Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, as provided in Section 3.3 hereof in connection with any alterationsthe same, additions and (y) all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord, and (iii) furnish to Landlord duplicate original policies or improvements certificates thereof of or worker's compensation (covering all persons to the Premises performed be employed by Tenant. Tenant shall furnish , and Tenant's contractors and subcontractors in connection with such waivers of liens Alteration) and appropriate affidavits from the general contractor or subcontractors 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 requestapprove, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Notwithstanding Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the foregoing"as-built" plans and specifications for such Alterations, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant's expense, by a Person designated by Landlord. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment (other than Tenant's Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In addition, if Tenant shall also be entitled to make the following changes without necessity of General Media, Inc. and cost for labor and materials (as reasonably estimated by Landlord's consent: architect, engineer or contractor) of the Initial Alterations with respect to the Office Premises exceeds One Million Nine Hundred Fifty Thousand Seven Hundred Twenty Dollars ($1,950,720), such Initial Alterations shall not be undertaken prior to Tenant's delivering to Landlord either (i) a performance bond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to 120% of the amount equal to the excess of (x) such estimated cost over (y) One Million Nine Hundred Fifty Thousand Seven Hundred Twenty Dollars ($1,950,720), or (ii) such other security as shall be reasonably satisfactory to Landlord or required by any alterations Mortgagee or Lessor. Further, if Tenant shall be General Media, Inc., all Alterations (other than the Initial Alterations) at a cost for labor and materials (as reasonably estimated by Landlord's architect, engineer or contractor) in excess of Four Hundred Thousand Dollars ($400,000) (which amount shall be increased on the third (3rd) anniversary of the Commencement Date and annually thereafter by the annual percentage increase, if any, in the Consumer Price Index), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall not be undertaken prior to Tenant's delivering to Landlord either (i) a performance bond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to 120% of such estimated cost, or (ii) such other security as shall be reasonably satisfactory to Landlord or required by any Mortgagee or Lessor. If Tenant shall not be General Media, Inc., no Alteration shall be undertaken prior to Tenant's delivery to Landlord either (z) a performance bond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to 120% of such estimate cost, or (ii) such other security as shall be reasonably satisfactory to Landlord or required by any Mortgagee or Lessor. If, as a result of any Alterations performed by Tenant, including, without limitation, the Initial Alterations, any alterations, installations, improvements, additions or other physical changes are required to be performed or made by it to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to governmental ordersapplicable Requirement(s) at such time as such Alterations are being performed, rulesLandlord, lawsat Tenant's sole cost and expense, regulationsmay perform or make such alterations, ordinances installations, improvements, additions or requirementsother physical changes and take such actions as Landlord shall deem reasonably necessary in order to comply with Requirements and Tenant, and within five (ii5) any days after demand therefor by Landlord, shall provide Landlord with such security as Landlord shall reasonably require, in an amount equal to 120% of the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord's architect, engineer or contractor. Upon completion by Landlord of such alterations, installations, improvements, additions or other physical changes in its signage (provided order to comply with Requirements, Landlord shall return such are in compliance with local ordinances and any restrictive covenants affecting security to Tenant less only the Premises) or those recommended or required actual out-of-pocket costs incurred by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted Landlord in connection with such financings alterations, installations, improvements, additions or other physical changes. All Alteration(s) requiring the consent of Landlord shall be subordinate to performed only under the rights supervision of Landlord under this Leasean independent licensed architect approved by Landlord, which approval shall not be unreasonably withheld.

Alterations. The Tenant shall make no structural alterations, additions not undertake to perform or improvements install any Alterations to the Premises without the express Landlord’s prior written consent of Landlord approval (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, the Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Minor Alteration”): (i) costs less than $100,000 in any one instance; (ii) will not affect the Building’s Systems or the Building’s Structure; and (iii) does not require any type of permit from the applicable governmental agency(ies). The Tenant’s request for such consent shall be in writing and accompanied by an adequate description of the contemplated work, and where appropriate, professionally prepared working drawings, plans and specifications (the “Drawings”) therefor. All Alterations shall be conducted as follows, with Landlords consent not unreasonably withheld withheld: (a) in a good and workmanlike manner by contractors approved by the Landlord in advance; (b) in accordance with: (i) Drawings approved by the Landlord prior to the commencement of any of the Alterations; (ii) the Landlord’s design criteria manual for the Premises; (iii) any conditions, regulations, procedures or delayedrules imposed by the Landlord and in compliance with all Applicable Laws. The Landlord, except at Tenant’s expense, may elect to retain architects, environmental consultants and engineers to review such Drawings for the purpose of approving the proposed Alterations (it being understood that notwithstanding such approval, the Landlord shall have no responsibility with respect to the adequacy of such Drawings); (c) it is understood and agreed that the Landlord may condition its consent in its sole discretion if any work to be performed by the Tenant may alter affect the roof, exterior aesthetics, the Building’s Structure, or the Building’s Systems, and any wall that is such work, if approved by the Landlord, shall be performed by contractors designated or approved by the Landlord; (d) so as not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to disturb, aggravate or add to the Premises without any Hazardous Substances designated as such under applicable Environmental Laws; (e) the Tenant shall be responsible for obtaining all necessary permits and licenses, including close-out documents, from governmental authorities with respect to the Alterations; (f) the Tenant shall provide, prior to the commencement of Alterations, evidence of required workers’ compensation coverage and proof of owners’ and contractors’ protective liability insurance coverage, with the Landlord's approval, any property manager and any Mortgagee as required by the Landlord, to be named as additional insureds, in amounts, with insurers, and in a form reasonably satisfactory to the Landlord, which shall remain in effect during the entire period in which the Alterations will be carried out. In addition, if reasonably requested by the event Landlord, the Tenant shall provide proof of performance and payment bonds being in place; (g) the Tenant shall utilize licensed contractors and subcontractors for any Alteration, subject to the Landlord’s approval prior to commencement of the Alterations; (h) all work shall be subject to inspection by and the reasonable supervision of the Landlord; (i) the Tenant shall ensure that all cabling installed in the Premises in connection with the Tenant’s business in or use of the Premises is appropriately labeled. For greater certainty, installation of flammable cabling shall be strictly prohibited; (j) within thirty (30) days after completion of the Alterations, the Tenant shall provide the Landlord has with “as-built” plans (which shall not responded be required for Minor Alterations) completion affidavits, full and final waivers of liens, receipts and bills covering all labor and materials; (k) if the Tenant fails to Tenant's written request for alterations observe any of the requirements of this Article, the Landlord may require that construction stop and the Tenant shall, within fifteen (15) days or such longer period as is reasonably required in the circumstances to satisfy all requirements of when receivedthis Article provided the Tenant is proceeding diligently, failing which, at the Landlord’s option, that the Premises be restored to their prior condition or the Landlord may do so and the Tenant shall pay the Landlord’s costs, as Additional Rent, plus the Landlord’s five percent (5%) administration fee; and (l) prior to commencing any Alterations, (i) Tenant shall comply with N.R.S. Sections 108.2403 and 108.2407 by either (1) obtaining a payment and completion bond as required therein in an amount equal to one and one-half (1.5) times the aggregate contract price for the Alterations or (2) establishing a construction disbursement account as required therein and funding the account with an amount equal to the aggregate contract price for the Alterations; (ii) providing evidence of such alteration compliance to Landlord; (iii) Tenant shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or cause all contractors and subcontractors performing work to the Premises performed to procure and maintain insurance coverage naming Landlord and any other parties designated by Tenant. Tenant shall furnish Landlord as additional insureds against such waivers of liens risks, in such amounts, and appropriate affidavits from the general contractor or subcontractors with such companies as Landlord may reasonably request. Notwithstanding the foregoing, require; and (iv) Tenant shall also be entitled provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to make beginning such construction and Landlord may post on and about the following changes without necessity Premises notices of Landlord's consentnon-responsibility pursuant to Applicable Laws. The Tenant shall pay: (A) all reasonable out-of-pocket costs incurred by the Landlord or its representatives or consultants in connection with (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsthe Landlord’s review of the Tenant’s plans and specifications, and (ii) any changes in the Landlord’s supervision of the Alterations, and (B) all costs related to loading the Tenant’s “as-built” drawings into the Landlord’s plan management database (the “Additional Charges”). If the Tenant elects to use the Landlord’s project manager or construction manager (the “PM”) as its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting project manager for the Premises) or those recommended or required by Alterations, the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have pay, in addition to the right Additional Charges, a coordination fee to finance the PM in an amount of five percent (5%) of the cost of the subject Alteration. The Tenant shall ensure that there are no liens registered or claimed with respect to any alterations part of the Alterations. Notwithstanding anything herein contained, no Alteration to the Premises shall be permitted which may adversely affect the condition or improvements permitted hereunder and may pledge its interest in this Lease as security operation of the Premises or diminish the value thereof. Landlord’s consent to or approval of any Alteration (or the plans therefor; provided) shall not constitute a representation or warranty by Landlord, howevernor Landlord’s acceptance, that any liens granted in connection the same comply with such financings sound architectural and/or engineering practices or with all Applicable Laws, and Tenant shall be subordinate to the rights of Landlord under this Leasesolely responsible for ensuring all such compliance.

Alterations. Tenant shall not make no structural any alterations, additions or improvements to the Premises (collectively, the “Alterations”) without the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed, except for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises and as described in the second (2nd) grammatical paragraph of this Section 8(a); however the parties agree that in any event it shall be reasonable for Landlord to deny consent to removal of the stairways within the Building. Except as set forth in the immediately preceding sentence and in the second grammatical paragraph of this Section 8(a), Tenant may alter shall furnish complete plans and specifications to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, at the time it requests Landlord’s consent to any wall that is not Alterations if the desired Alterations: (i) will affect the Building’s Systems or Building’s Structure; or (ii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority; or (iii) will require a building permit or other federal, state, county or local approvals with respect thereto; or (iv) will cost in excess of One Hundred Thousand Dollars ($100,000.00). Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the executed construction contract(s). Tenant shall reimburse Landlord within thirty (30) days after the rendition of a load-bearing nature without the consent bill for all of Landlord. Tenant may make non’s reasonable out-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, of-pocket costs incurred in connection with any alterationsAlterations, including all management, engineering, outside consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of ▇▇▇▇▇▇’s plans and specifications and for the monitoring of construction of the Alterations, together with a supervision coordination fee to Landlord in an amount equal to the product of (i) two percent (2%) and (ii) the so-called “hard” costs of the Alterations. If Landlord consents to the making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense by contractors and subcontractors approved in writing by Landlord in accordance with Section 8(b)(iii), which approval shall not unreasonably be withheld, conditioned or delayed. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Project in order to comply with any applicable Laws, then Tenant shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, except Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence (but in any event not later than ten (10) days after the expiration or earlier termination of the Lease) remove all or any portion of any Specialty Alterations (defined below) made by Tenant which are designated by Landlord to be removed and repair and restore the Premises in a good and workmanlike manner to their original condition, reasonable wear and tear and casualty not required to be repaired by Tenant excepted. Notwithstanding the foregoing, upon ▇▇▇▇▇▇’s request at the time it seeks Landlord’s consent to an Alteration, Landlord agrees to indicate in writing whether it will require any such Alteration which constitutes a Specialty Alteration to be removed upon the expiration or earlier termination of the Lease. As used herein, a “Specialty Alteration” is any Alteration that is not a normal and customary general office improvement including, but not limited to improvements which (i) perforate, penetrate or require reinforcement of a floor slab (including, without limitation, interior stairwells or high-density filing or racking systems), (ii) consist of the installation of a raised flooring system, (iii) consist of the installation of a vault or other similar device or system intended to secure the Premises or a portion thereof in a manner that exceeds the level of security necessary for ordinary office space, (iv) involve material plumbing connections (such as, for example but not by way of limitation, kitchens, saunas, showers, and executive bathrooms outside of the Building core and/or special fire safety systems), (v) consist of the dedication of any material portion of the Premises to non-office usage (such as classrooms, bicycle storage rooms, or “cooking” kitchens), (vi) can be seen from outside the Building or (vi) consists of the installation of internal stairways between floors. All construction work done by Tenant within the Premises shall be performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws, and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Project. TENANT AGREES TO INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS AGAINST ANY LOSS, LIABILITY OR DAMAGE RESULTING FROM SUCH WORK, AND TENANT SHALL, IF REQUESTED BY LANDLORD, FURNISH A BOND OR OTHER SECURITY SATISFACTORY TO LANDLORD AGAINST ANY SUCH LOSS, LIABILITY OR DAMAGE (PROVIDED, HOWEVER, THAT NO BOND SHALL BE REQUIRED AS LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED UNDER THIS LEASE). The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any Alterations, additions or improvements of (or to the Premises performed plans therefor) shall not constitute a representation or warranty by Tenant. Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall furnish be solely responsible for ensuring all such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestcompliance. Notwithstanding the foregoing, Tenant shall also not be entitled obligated to make receive the following changes without necessity written consent of Landlord's consent: Landlord for interior Alterations to the Premises (i) where the estimated cost of the proposed Alteration is One Hundred Thousand Dollars ($100,000.00) or less, (ii) if said Alterations do not affect the structural components of the Building, or adversely affect the Building’s Systems and cannot be seen from outside the Premises, (iii) if such said Alterations changes do not remove any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsof the stairways within the Building, and (iiiv) if said Alteration shall not require a building permit or any changes in its signage (provided such are in compliance with federal, state, county or local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseapprovals.

Alterations. 13.1 Except for non-structural alterations costing not more than $25,000.00 per work of improvement Tenant shall not make no structural any alterations, additions or improvements in or to the Premises without the express Landlord's prior written consent of Landlord consent, which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been then only by licensed contractors reasonably approved by Landlord. For such alterations Tenant shall provide copies of as-built drawings to Landlord, if available. As a condition of such consent, Landlord reserves the right to require Tenant to submit working drawings and specifications for any proposed alterations, decorations, additions or improvements, together with Tenant's budgeted costs therefor. Tenant agrees not to save install or construct any improvements or create other obstructions which might interfere with Landlord's free access to, or use of, the Common Areas. All work, to be done by Tenant, shall be done at such times, and in such manner, as Landlord harmless on account may designate. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules and/or directives of any claim governmental or regulatory entity. Before commencing any work, Tenant shall supply Landlord with copies of all required permits and approvals, and Tenant shall further give Landlord at least ten (10) days prior written notice of the proposed commencement of such work and if Landlord reasonably requests shall secure, at Tenant's expense, a lien and completion bond satisfactory to Landlord. Tenant shall also supply Landlord with evidence that Tenant's contractors and subcontractors have course of mechanicsconstruction, materialmen or other partyproducts liability, completed operations, workers' compensation and public liability insurance in connection with any amounts reasonably satisfactory to Landlord. Landlord shall be named as an additional insured in all such policies. 13.2 All alterations, decorations, additions or improvements upon the Premises ("Additions"), made by either party, including, without limiting the generality of the foregoing, all wall coverings, drapes, built-in cabinet work paid for by Landlord, paneling and the like, shall, unless Landlord elects otherwise, and so informs Tenant at time of consent, become the property of Landlord at the expiration of the Term and shall be surrendered with the Premises. 13.3 All articles of personal property and all machinery and equipment, furniture and movable partitions owned by Tenant and, in each instance, which are not affixed or attached to the Building, shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term. If Tenant shall fail to remove all of its effects from said Premises upon termination of this Lease for any cause whatsoever, Landlord may, at its option, remove the same as provided in Civil Code Sections 1980 et seq., and Tenant agrees to pay Landlord, upon demand, any and all expenses and costs recoverable by Landlord pursuant to said Code Sections. In addition to such costs and expenses, Tenant agrees to pay all reasonable attorneys' fees and court costs incurred by Landlord in removing and disposing of the effects. 13.4 All work performed by Tenant, excluding cabinetry and wall coverings, pursuant to Article 13 shall be supervised by Landlord. Tenant shall furnish pay, forthwith upon receipt of Landlord's invoice, as Additional Rent, all expenses pertaining to such waivers supervision, including the examination by Landlord's architect, engineer, and any other consultant of liens the drawings and appropriate affidavits from specifications of such work, and in addition Landlord's fee in the general contractor or subcontractors as Landlord may reasonably requestamount of five percent (5%) of the cost of such work. Notwithstanding the foregoing, Tenant nothing in this Paragraph 13.4 shall also be entitled deemed to make apply to the following changes without necessity of Landlord's consent: (i) any alterations required improvements to be made performed by it pursuant Tenant, prior to governmental ordersoccupancy, rulesor within thirty (30) days after, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate nor to the rights installation of Landlord under this LeaseTenant's work stations or Tenant's data communications or telephone cabling or wiring.

Alterations. Except as otherwise provided in this Section, Tenant shall make no structural alterations, additions or improvements (collectively referred to as “Alterations”) to the Premises without the express prior written consent of Landlord which Landlord; provided, however, Tenant may make cosmetic alterations to the Premises not requiring a permit without the Landlord’s consent. To the extent required, Landlord’s consent shall not be unreasonably withheld as long as the proposed Alterations do not affect the structural, electrical or delayedmechanical components or systems of the Building, are not visible from the exterior of the Premises, do not change the basic floor plan of the Premises, and utilize only building standard materials (“Standard Improvements”). Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable provided that Landlord shall not require Alterations that cost less than Three Hundred Thousand Dollars ($300,000.00) be covered by a lien and completion bond satisfactory to Landlord in its reasonable discretion. Without limiting the generality of the foregoing, Tenant shall use Landlord’s designated mechanical and electrical contractors (“MEPs”) for all Alterations work affecting the mechanical or electrical systems of the Building so long as the MEPs are reasonably available when needed by Tenant and the cost of Landlord’s MEPs is reasonable when considering their reputation, quality and expertise. Should Tenant perform any work that would necessitate any ancillary Building modification or other expenditure by Landlord, then Tenant shall, within thirty (30) days of Tenant’s receipt of a written invoice therefor, fund the cost thereof to Landlord. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, and Landlord shall be entitled to a supervision fee in the amount of three percent (3%) of the cost of the work either requiring a permit from the City of Los Angeles or affecting any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building. Any request for Landlord’s consent shall be made in writing and, to the extent appropriate, shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the actual, reasonable, out-of-pocket cost of that review shall be reimbursed by Tenant within thirty (30) days of Tenant’s receipt of a written invoice therefor. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord Unless Landlord otherwise agrees in writing, all Alterations affixed to the Premises, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant may alter any wall that is not of a load-bearing nature without given at the consent time of Landlord’s consent to the alteration or improvement, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any Alterations (including without limitation all telephone and data cabling) installed either by Tenant or by Landlord at Tenant’s request (collectively, the “Required Removables”). Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant may make non-structural changes and modifications whether the Alteration or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the subject Alterations are Required Removables. In connection with its removal of Required Removables, Tenant shall repair any damage to the Premises without Landlord's approval. In arising from that removal and shall restore the event Landlord has not responded affected area to Tenant's written request for alterations within fifteen (15) days of when receivedits pre-existing condition, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens reasonable wear and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requesttear excepted. Notwithstanding the foregoing, Tenant shall also not be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made remove at the end of the Lease Term any initial Tenant Improvements (as defined in Exhibit X) that are Building standard in Landlord’s sole discretion, except voice and/or data transmission cabling installed by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasefor Tenant.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that Tenant first obtains the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Landlord’s consent shall not be required for Alterations that (i) are not structural in nature, except that Tenant may alter (ii) are not visible from the exterior of the Building, (iii) do not affect or require modification of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not cost more than $10,000, collectively, during any wall that is not twelve (12) month period. All of a load-bearing nature without the consent of Landlord. Tenant may make following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Property shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance with commercially reasonable coverages and workers’ compensation insurance; and (iv) cause those contractors, materialmen and suppliers engaged to perform the Alterations to execute lien waivers in form and substance reasonably satisfactory to Landlord, whereby the same shall waive any and all rights to attach liens against the Premises without to collect payment for services and materials provided therein. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord's approval’s reasonable rules and regulations or any other restrictions that Landlord may reasonably impose on the Alterations. In Tenant shall cause the event Landlord has not responded Alterations to Tenant's written request be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved the Property established by Landlord. Tenant agrees With respect to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingall Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as-built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be entitled responsible for the maintenance of appropriate commercial property insurance (pursuant to make Section 10.2) therefor; however, if Landlord shall not require that Tenant remove the following changes without necessity Alterations, such Alterations shall constitute Landlord’s Property and Landlord shall be responsible for the insurance thereof, pursuant to Section 10.1. Landlord hereby stipulates that as of Landlord's consent: the Commencement Date, Tenant is in full compliance with all of the provisions of this Section 11, and none of the Alterations (ior any replacement thereof) any alterations previously completed within the Premises or Property are required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances removed upon the expiration or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights termination of Landlord under this Lease. In no event and under no circumstance shall any of Tenant’s diagnostic imaging equipment be considered or deemed to be an Alteration.

Alterations. Tenant shall agrees not to make no structural alterationsor suffer to be made any alteration, additions addition or improvements improvement to or of the Premises (excluding Cosmetic Alterations defined below) (hereinafter referred to as "Alterations"), or any part thereof, without the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, except that however, Tenant may alter any wall that is not acknowledges that, by way of a load-bearing nature example and without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when receivedlimitation, such alteration it shall be deemed reasonable for Landlord to have been approved by Landlord. Tenant agrees withhold its consent to save Landlord harmless on account Alterations affecting the structural portions of any claim the Building or lien of mechanicsthe life-safety, materialmen electrical, plumbing, heating, ventilation, air-conditioning, fire-protection, telecommunications or other partybuilding systems (collectively, in connection with any alterationsthe "Building Systems"), additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required Alterations which require work to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes performed in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting portions of the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on Building outside the Premises. In addition, as a condition of its consent to Alterations hereunder, Landlord may impose any reasonable requirements that Landlord considers necessary, including a requirement that Tenant provide Landlord with a surety bond, a letter of credit, or other financial assurance that the cost of the Alterations will be paid when due if the cost of the Alteration will exceed $100,000 in any one instance and provided no bond shall have be required for the right initial Tenant Improvements. Alterations made by Tenant, including without limitation any partitions (movable or otherwise) or carpeting, shall become a part of the Building and belong to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforLandlord; provided, however, that equipment, trade fixtures and movable furniture shall remain the property of Tenant. If Landlord consents to the making of any liens granted in connection with such financings Alterations, the same shall be subordinate designed and constructed or installed by Tenant at Tenant's expense (including expenses incurred in complying with applicable laws). All Alterations shall be performed using union labor and only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) Landlord may, in its reasonable discretion, provide a list of specific engineers, general contractors, subcontractors, and architects to perform work affecting the Building Systems who charge commercially reasonable rates; and (ii) if Landlord consents to any Alterations that require work to be performed outside the Premises, Landlord may elect to perform such work at Tenant's expense. Excepting Cosmetic Alterations (which Tenant may perform with prior written notice to, but without the prior consent of, Landlord), all Alterations shall be made in accordance with complete and detailed architectural, mechanical and engineering plans and specifications approved in writing by Landlord and shall be designed and diligently constructed in a good and workmanlike manner and in compliance with all applicable laws. The design and construction of any Alterations shall be performed in accordance with Landlord's applicable rules, regulations and requirements. Tenant shall cause any Alterations to be made in such a manner and at such times so that any such work shall not disrupt or unreasonably interfere with the use or occupancy of other tenants or occupants of the Building. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of Tenant's plans and specifications, Tenant's contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work. “Cosmetic Alterations” as used herein shall mean any alteration, addition or improvement that: (i) is of a cosmetic nature such as painting, hanging pictures and installing carpeting; (ii) is not visible from the exterior of the Premises or Building; (iii) will not affect the Building Systems; (iv) costs less than $50,000.00 in the aggregate during any twelve (12) month period of the Term of this Lease (excluding painting and installing carpeting), and (v) does not require work to be performed inside the walls or above the ceiling of the Premises. Although Cosmetic Alterations do not require Landlord’s prior written consent, Cosmetic Alterations are otherwise subject to the rights terms of Landlord under this LeaseParagraph 7.

Alterations. Except for non-structural Alterations or Major Repairs that, in either instance, (i) do not exceed $250,000 Constant Dollars in the aggregate in any given Lease Year, (ii) do not impact the exterior aesthetics of the Building, the Building lobby, Building core elements, or the Common Areas, and (iii) do not affect any Building System or the structure of the Building (other than electrical outlets and switches installed in the ordinary course which do not exceed the capacity of the Building electrical systems), Tenant shall not make no structural alterations, additions or improvements permit any Alterations or Major Repairs in or to the Premises without the express prior written consent of Landlord first obtaining Landlord’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The foregoing Landlord’s consent shall not be required for Alterations consisting solely of interior painting or other interior wall coverings, except that or the installation of carpet or other floor coverings (“Cosmetic Alterations”). The cost of Cosmetic Alterations shall not be considered in calculating the $250,000 Constant Dollars threshold described in clause (i) above. With respect to Alterations in excess of $250,000 Constant Dollars or Major Repairs which require Landlord’s prior approval, Tenant’s selection of its architects and engineers shall also require Landlord’s prior approval, such approval not to be unreasonably withheld, conditioned or delayed. With respect to any Alterations or Major Repairs made by or on behalf of Tenant may alter any wall that is (whether or not of a load-bearing nature without the consent of Alteration or Major Repair requires Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has ’s consent): (A) not responded to Tenant's written request for alterations within fifteen less than ten (1510) days prior to commencing any Alteration or Major Repair, Tenant shall deliver to Landlord the plans, specifications and (if required by applicable governmental authorities) permits for the Alteration or Major Repair, together with certificates evidencing that Tenant’s contractors and subcontractors have commercially reasonable insurance coverage naming Landlord and any other associated or affiliated entity designated by Landlord, as their interests may appear, as additional insureds, (B) Tenant shall obtain Landlord’s prior written approval of when receivedany contractor or subcontractor whose contract value with respect to such Alterations or Major Repairs exceeds $100,000 Constant Dollars, such alteration (C) the Alteration or Major Repair shall be deemed to have been constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord. , (D) the Alteration or Major Repair shall be performed in accordance with Landlord’s reasonable requirements relating to sustainability and energy efficiency, (E) Tenant agrees to save shall pay Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with Landlord’s review of Tenant’s plans and specifications, and of any alterationssupervision or inspection of the construction Landlord deems necessary, additions or improvements of or not to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsexceed $2,500 Constant Dollars, and (iiF) upon Landlord’s request, with respect to projects with a contract value equal to or greater than $100,000 Constant Dollars, Tenant shall, prior to commencing any changes in its signage Alteration or Major Repair, obtain waivers or releases of liens (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premisesif available) or those recommended otherwise provide Landlord reasonable security against liens arising out of such construction. All labor utilized with respect to any Alteration or required Major Repair shall be harmonious with other labor employed by Landlord or its Affiliates. Any Alteration by Tenant shall be the automobile manufacturer whose automobiles are sold property of Tenant until the expiration or termination of this Lease. At that time, without payment by Landlord, the Alteration shall remain on the Premises. Tenant shall have Property and become the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforproperty of Landlord; provided, however, that any liens granted in connection with such financings response to a request for consent sought by Tenant under this Article, and not otherwise, Landlord may notify Tenant whether Tenant shall be subordinate required to remove the rights subject Alteration at the expiration or sooner termination of Landlord under this Lease. In the absence of such stated requirement as a part of Landlord’s consent, time being of the essence, Tenant shall have no such obligation to remove the subject Alteration. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the Property, any Building System (other than electrical outlets and switches installed in the ordinary course which do not exceed the capacity of the Building electrical systems) or any other equipment or facilities serving the Building.

Alterations. Tenant (a) Borrower shall make no structural alterations, additions or improvements cause Mortgage Borrower to the Premises without the express obtain Mortgage Lender’s prior written consent to any alterations to any Improvements (each, an “Alteration” and collectively, “Alterations”) as and when required pursuant to Section 5.1.21 of Landlord the Mortgage Loan Agreement. Following the repayment of the Mortgage Loan in full, Borrower shall obtain the Administrative Agent’s prior written consent to any Alterations, which consent shall not be unreasonably withheld or delayed, delayed except with respect to Alterations that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall would reasonably be deemed expected to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requesta Material Adverse Effect. Notwithstanding the foregoing, Tenant Administrative Agent’s consent shall also not be entitled to make the following changes without necessity of Landlord's consent: required in connection with any Alterations that (i) will not have a Material Adverse Effect and the cost of any alterations required to be made by it pursuant to governmental ordersindividual Alteration project does not exceed $75,000,000 (the “Threshold Amount”), rules, laws, regulations, ordinances or requirements, and (ii) any changes Alterations set forth on Schedule 5.1.21 hereto (the “Pre-Approved Alterations”), (iii) Replacements if there are sufficient reserves on deposit in its signage 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 (vii) Alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement. Administrative Agent shall grant or deny any consent required under this Section 5.1.21 within ten (10) Business Days after the receipt of the applicable request and all documents reasonably necessary in connection therewith. In the event that Administrative Agent fails to respond within such ten (10) Business Day period and such request was marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” 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 connection therewith, which such second notice shall have been marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the event that Administrative Agent 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 Administrative Agent to the requested item, provided, that Administrative Agent 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 Administrative Agent 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 (1) such amounts to be paid or reimbursed by Tenants under the Leases, (2) 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 of the Mortgage Loan Agreement, (3) any amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 5.1.21(c) hereof and (4) costs incurred in connection with a Restoration of the Property in accordance with the terms hereunder), Borrower shall promptly deliver to Administrative Agent (or cause Mortgage Borrower to 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 Administrative Agent 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 Mortgage Lender or (ii) if the funds are being deposited by CPLV Tenant in compliance an account in the name of CPLV Tenant held by an Eligible Institution subject to a security interest in favor of Mortgage Borrower and assigned to Mortgage Lender and subject to the control of Mortgage Lender pursuant to a deposit or securities account control agreement in form and substance reasonably satisfactory to Mortgage Lender, and such security shall be subject to the terms and conditions of the CPLV Lease SNDA. Subject to Section 5.1.21(b) 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 (or cause to be cured) 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, Mortgage Borrower or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant, Mortgage Borrower or Borrower, Administrative Agent may apply such security from time to time at the option of Administrative Agent to pay for such Alterations. Notwithstanding any of the foregoing to the contrary, no such security and/or Alterations Deposit shall be required to the extent Mortgage Borrower is required to and does provide such security and/or Alterations Deposit (as defined in the Mortgage Loan Agreement) for the same to Mortgage Lender in accordance with local ordinances the Mortgage Loan Documents. In the event any Alteration constitutes Material Capital Improvements (as defined in the CPLV Lease) and any restrictive covenants affecting the Premises) no consultant or those recommended or required engineer shall have been engaged by the automobile manufacturer whose automobiles are sold Mortgage Lender pursuant to Section 5.1.21(a) of the Mortgage Loan Agreement, Administrative Agent shall have the right, at Borrower’s, Mortgage 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. (a) Each such Alterations Deposit provided to Administrative Agent shall be disbursed from time to time by Administrative Agent 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 Mortgage Borrower to cause CPLV Tenant to) submit a request for payment to Administrative Agent 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 Premisesdate such request is received by Administrative Agent and on the date such payment is to be made, no Event of Default shall be continuing, 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 material respects with all applicable Legal Requirements, (y)(A) if requested by Administrative Agent, copies of paid invoices or copies of invoices to be paid, as applicable, 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 $250,000 and (B) if requested by Administrative Agent, 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 up 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 (to the extent required to be delivered to Administrative Agent hereunder) shall be held by Administrative Agent 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 returned to Borrower or CPLV Tenant, as applicable. After the Mortgage Debt has been paid in full, any remaining portion of the Alteration Deposit (i) if deposited by CPLV Tenant shall be treated as funds on deposit in the Loan Reserve Accounts (as defined in the CPLV Lease SNDA), and disbursed as set forth in the CPLV Lease SNDA, or (ii) if deposited by Mortgage Borrower shall be treated as Mortgage Reserve Funds as set forth in Section 7.6(g) of the Mortgage Loan Agreement. (b) The Borrower shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; providedpermit Mortgage Borrower to permit CPLV Tenant to construct the New Hotel Tower, however, that any liens granted in connection with such financings shall be subordinate subject to the rights satisfaction of Landlord under this Leasethe conditions set forth in Section 5.1.21(c) of the Mortgage Loan Agreement.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions installations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that Tenant first obtains the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the . Landlord will respond to Tenant’s request for consent within twenty (20) business days of Landlord’s receipt of such request. Tenant may make All of the following shall apply with respect to all Alterations: (a) the Alterations are non-structural changes and modifications the structural integrity of the Premises shall not be adversely affected; (b) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Premises shall not be adversely affected; (c) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations; and (d) Tenant shall have provided Landlord with reasonably detailed plans for such Alterations in advance of requesting Landlord’s consent. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10.2 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved established by Landlord. Tenant agrees shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord consents to save any such Alteration then at the time Landlord harmless on account so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that Tenant remove the Alterations which are permanent 1. Landlord shall not charge any claim administrative, processing or lien of mechanics, materialmen or other party, management fee in connection with any alterations, additions or improvements Tenant’s performance of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingAlterations; however, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) reimburse Landlord for any alterations required to be made actual, third party costs incurred by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted Landlord in connection with such financings shall be subordinate to the rights of Landlord under this Leasetherewith.

Alterations. Except for non-structural Alterations that (i) do not exceed $1,000,000 in the aggregate, per project, (ii) are not in areas exterior of the Building, and (iii) do not materially and adversely affect any Building System or the structural strength of the Building (a “Permitted Alteration”), Tenant shall not make no structural alterations, additions any Alterations in or improvements to the Premises without the express prior written consent of Landlord first obtaining Landlord’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. With respect to any Alterations that do not require Landlord’s consent, Tenant shall nonetheless provide written notice thereof to Landlord, describing in reasonable detail the nature of the Alteration. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than ten (10) days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord, Exeter Operating Partnership V, L.P., Exeter Operating Partnership V GP LLC, Exeter Industrial REIT V LLC, Exeter Property Group Advisors, LLC and any Mortgagee as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, such approval not to be unreasonably withheld, conditioned or delayed, except (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) for proposed Alterations that require Landlord’s prior written consent, Tenant shall pay Landlord all reasonable third-party out-of-pocket costs and expenses in connection with Landlord’s review of Tenant’s plans and specifications, and of any third-party supervision or inspection of the construction Landlord reasonably deems necessary (but in no event will Tenant be required to pay Landlord any fees related to Landlord’s internal review of Tenant’s proposed Alterations), and (v) upon Landlord’s request Tenant shall, prior to commencing any Alteration in excess of $1,000,000, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Premises and become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, and will repair any resulting damage. Upon Tenant’s request, at the time Landlord provides its advanced written approval of the initial plans and specifications for any Alteration (to the extent so approved by Landlord), Landlord shall notify Tenant whether Tenant shall be required to remove any component of such Alteration that constitutes a Specialty Improvement at the expiration or termination of this Lease, and to restore the affected portions of the Premises to the condition required under Section 21. Failure of Landlord to notify Tenant that an Alteration must be removed shall mean that Tenant may alter leave or remove such Alteration, at its election, provided that if Tenant removes such Alteration, then Tenant shall repair any wall damage caused by such removal. For the avoidance of doubt, in no event shall Landlord require Tenant to remove any Alteration other than a Specialty Improvement or any Permitted Alteration performed without Landlord’s prior written consent. If Tenant performs a Permitted Alteration without Landlord’s prior written consent, then Landlord may require Tenant to remove and restore such Permitted Alteration by written notice to Tenant delivered no later than ninety (90) days prior to the expiration of this Lease (or, no later than the expiration of this Lease, with respect to any such Permitted Alteration performed during such ninety (90) day period). Tenant may install its trade fixtures, furniture, equipment and other personal property (“Tenant’s Property”) in the Building, provided that is the installation and removal of them will not of a materially and adversely affect any structural portion (which shall not include interior, non load-bearing nature without walls) of the Building, any Building System or any other equipment or facilities serving the Building. Landlord shall respond to any written request for consent of Landlordpursuant to this Section 12 within ten (10) days following Tenant’s written request. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event If Landlord has not responded in such ten (10) day period, Tenant may send a follow-up notice (the “Initial Alteration Approval Notice”) to Tenant's Landlord marked in bold lettering with the following language: “LANDLORD’S RESPONSE IS REQUIRED WITHIN THREE BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LEASE AGREEMENT BETWEEN THE UNDERSIGNED AND LANDLORD” and the envelope shall have been marked in bold lettering with the following language: “PRIORITY-DEEMED APPROVAL MAY APPLY”. If Landlord shall have failed to respond to the Initial Alteration Approval Notice within the aforesaid time-frame, then Tenant may send Landlord a second written request for alterations approval with respect to such Alteration (the “Second Alteration Approval Notice”), which such Second Alteration Approval Notice shall be marked in bold lettering with the following language: “LANDLORD’S RESPONSE IS REQUIRED WITHIN TWO BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LEASE AGREEMENT BETWEEN THE UNDERSIGNED AND LANDLORD” and the envelope containing the Second Alteration Approval Notice shall have been marked in bold lettering with the following language: “PRIORITY-DEEMED APPROVAL MAY APPLY”. If Landlord shall have failed to respond to the Second Alteration Approval Notice within fifteen (15) days of when receivedthe aforesaid time-frame, such alteration Landlord shall be deemed to have been approved by Landlord. Tenant agrees provided its consent to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseAlteration.

Alterations. Tenant shall make no structural alterations, additions or improvements non-structural alterations in or to the Premises and/or the systems serving the Premises, including, without the express limitation, installing cabling, conduit, or additional HVAC systems, without Landlord's prior written consent, which consent of Landlord shall be at Landlord's sole discretion, except with respect to cabling, which consent shall not be unreasonably withheld by Landlord (collectively, "Alterations"). Upon approval by Landlord, not to be unreasonably withheld, delayed or delayedconditioned, except that Tenant may alter any wall that install telecommunications wiring, cabling, Wi-Fi (subject to Section 13.03C below), or moveable furniture, as long as such work does not require penetration of the Building, other than to drop ceilings, or affect the Building systems. Any Alterations shall be in compliance with the provisions of this Article 13 (and otherwise in accordance with the Building Operations Documents). For avoidance of doubt Tenant shall make no Alterations without Landlord's prior consent as set forth in this Article 13. Landlord is not obligated to perform any Alterations for or on behalf of a load-bearing nature without Tenant. Notwithstanding the foregoing to the contrary, the consent of Landlord. Tenant may make non-structural changes and modifications Landlord shall not be required with respect to any painting, wall covering, carpeting or other decorative work of a similar nature in the Premises without Landlord's approval. In costing less than $100,000.00 in the event Landlord has not responded aggregate (pursuant to a reasonable estimate prepared by Tenant's written request for alterations within fifteen (15contractor and reasonably acceptable to Landlord) days of when received, such alteration and which shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, comply in connection all respects with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentconditions: (i) any alterations required to shall be made by it pursuant to governmental orderslocated wholly within the Premises, rules, laws, regulations, ordinances or requirements, and (ii) shall not affect the Building Systems or structure of the Building, any changes in its signage other tenant of the Building or the operation of the HVAC, plumbing, electrical, or water systems of the Building (provided such are in compliance with local ordinances and any restrictive covenants affecting as opposed to systems exclusively serving the Premises), (iii) or those recommended or required by do not violate the automobile manufacturer whose automobiles are sold on certificate of occupancy of the Premises. Tenant Building and (iv) shall have be otherwise performed in accordance with the right to finance any alterations or improvements permitted hereunder terms and may pledge its interest in conditions of the this Lease as security therefor; providedand the Rules and Regulations (each, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasea "Decorative Alteration").

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that either (x) Tenant first obtains the express prior written consent of Landlord which or (y) the aggregate costs that Tenant shall incur in order to perform the then-applicable Alterations, together with those costs that Tenant incurred to perform any Alterations during the preceding twelve (12) month period do not exceed $1,000, 000 on an aggregate basis, and do not exceed the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not be unreasonably withheld or delayedproceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, except that Tenant may alter any wall that is not materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a load-bearing nature without form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the consent of Landlordsame coverages as required in Section 10.2 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may make non-structural changes impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and modifications workmanlike manner, using new materials and equipment at least equal in quality and class to the Premises without Landlord's approval. In standards for the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved Property established by Landlord. Tenant agrees With respect to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingall Alterations for which ▇▇▇▇▇▇▇▇’s consent is required, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be entitled to make responsible for the following changes without necessity maintenance of Landlord's consent: (i) any alterations required to be made by it appropriate commercial property insurance pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (iiSection 10.2) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, if Landlord shall not require that any liens granted in connection with Tenant remove the Alterations, such financings Alterations shall constitute Landlord’s Property and Landlord shall be subordinate responsible for the insurance thereof pursuant to the rights of Landlord under this LeaseSection 10.1.

Alterations. Section 25.01. Tenant shall make no structural alterationschanges, additions or improvements alterations ("Alterations") in on or to the Demised Premises without the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld provided such alterations are non-structural and do not affect any of the Building systems. Landlord shall, within ten (10) Business Days of any written request from Tenant grant such consent or delayedprovide written reasons for not granting such consent. (a) If Landlord shall consent to any Alterations proposed by Tenant, except that then such Alterations, shall be completed strictly in accordance with plans and specifications approved by Landlord and Landlord's Construction Requirements, a copy of which Construction Requirements will be delivered to Tenant may alter any wall that upon request therefor, at Tenant's sole cost and expense, in a good and first-class workmanlike manner, using new materials and equipment or materials of equal quality to new materials and which shall be at least equal in quality to the standards for the Building then established by Landlord, and in accordance with all Legal Requirements and the terms of this Lease and the Ground Lease, and shall be commenced promptly after approval is not of a load-bearing nature received and thereafter prosecuted diligently to completion. Any Alterations for which consent has been received shall be performed strictly in accordance with the approved plans and specifications therefor, and no amendments or additions thereto shall be made without the prior consent of Landlord. Tenant may make non-structural changes and modifications shall pay to the Premises without Landlord as Additional Rent Landlord's approval. In out-of-pocket expenses (including the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity fees of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.architect and

Alterations. Tenant 9.1 The initial improvement of the Premises under this Lease shall be accomplished by Landlord or its designated contractor(s) in accordance with Exhibit B. Landlord is under no obligation to make no structural alterations, additions any Alterations in or improvements to the Premises or the Building except as may be otherwise expressly provided in this Lease. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the express prior written consent of Landlord Landlord, which consent may be withheld or granted in Landlord's sole and absolute discretion with respect to structural Alterations and any Alterations which are visible from the exterior of the Premises (excluding signage which is governed by Article X), and which consent shall not be unreasonably withheld withheld, conditioned or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications delayed with respect to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or all other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestAlterations. Notwithstanding the foregoing, Tenant shall also be entitled have the right to make Cosmetic Changes within the following changes Premises without necessity requiring the consent of Landlord's consent. All Alterations made by Tenant shall be made: (ia) any alterations in a good, workmanlike, first‑class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) under the supervision of an architect reasonably approved in writing by Landlord to the extent an architect's services are reasonably required for such Alterations; (e) in accordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord's standard charge; (f) in accordance with all Laws; and (g) after obtaining public liability and worker's compensation insurance policies reasonably approved in writing by Landlord (all contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require. Certificates of such insurance must be received by Landlord before any work is commenced. All contracts between Tenant and a contractor must explicitly require the contractor to (1) name Landlord and Landlord's agents as additional insureds and (2) indemnify and hold harmless Landlord and Landlord's agents. Tenant shall deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics' and materialmen's liens against the Premises and the Building for all work, labor and services to be performed and materials to be furnished within ten (10) business days after the applicable portion of the Alterations are completed. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by it pursuant or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within ten (10) days thereafter, at Tenant's sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond. If Landlord gives its consent to governmental ordersthe making of any Alteration, rulessuch consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant's account, lawsLandlord having no obligation or responsibility in respect thereof. Landlord's approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord's representation that such approved plans, regulationsdrawings, ordinances changes or requirementsAlterations comply with all Laws. Any deficiency in design or construction of any Alteration, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. All Alterations affecting structural elements of the Building, the fire and (ii) life safety system, the roof of the Building, or any changes in its signage areas outside of the Premises shall, at Landlord's election, be performed by Landlord's designated contractor or subcontractor at Tenant's expense (provided the cost therefor is competitive). In connection with any Alteration which Tenant requests Landlord complete during the Term of this Lease, Landlord shall be paid a construction supervision fee in an amount equal to of the total cost of such are Alteration; provided, however, that, except for any actual, third-party costs reasonably incurred by Landlord relating to such Alterations, Tenant shall not be obligated to pay any fee for any Alteration performed by Tenant in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as‑built (or record) drawings and CAD drawings showing such Alteration in place. 9.3 If any Alterations that require Landlord's consent are made without the prior written consent of Landlord, then Landlord shall have the right, at Tenant's expense, to so remove and correct such Alterations and restore the Premises and the Building. All Alterations to the Premises or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that (a) Tenant shall have the right to finance remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings, trade fixtures and equipment installed in the Premises solely at the expense of Tenant ("Tenant's Property"), and (b) Tenant shall remove at its expense all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request from Tenant given with Tenant's request for Landlord's approval of such Alteration. Notwithstanding the foregoing, Tenant shall not be required to remove: (x) Alterations consisting of standard buildout items that are typically installed by similar tenants in multi‑tenanted, multi‑story, first class office buildings (such as partitions, but not interior staircases, for example); (y) any alterations Alteration made by Landlord in initially finishing and completing the Premises in accordance with Exhibit B, except as otherwise indicated on any of Tenant's plans; and (z) cabling and wiring, so long as such cabling and wiring is terminated in accordance with all Laws. Movable furniture, furnishings and trade fixtures shall be deemed to exclude without limitation any item the removal of which might cause damage to the Premises or improvements permitted hereunder the Building. If such removal causes damage or injury to the Premises or the Building, then Tenant shall repair all damage and may pledge its injury to the Premises or the Building caused by such removal as aforesaid. If such furniture, furnishings and equipment are not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then Landlord shall have the right at Tenant's expense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this Section. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall pay to Landlord, all reasonable costs incurred by Landlord in effectuating such return. Landlord shall have no lien or other interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights item of Landlord under this LeaseTenant's Property and hereby waives any statutory or common law lien on Tenant's Property.

Alterations. Tenant shall not make no structural any alterations, additions or improvements to the Premises (collectively, the “Alterations”) without the express prior written consent of Landlord Landlord, which such consent shall not be unreasonably withheld withheld, conditioned or delayed with respect to work that does not adversely affect the Building’s Systems or Building’s Structure or any exterior areas or Common Areas, except for Cosmetic Alterations (as hereinafter defined) and the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises. Tenant shall furnish plans and specifications to Landlord, in form and substance reasonably sufficient for Landlord to determine whether to grant its approval under this Section 8, for its approval at the time Tenant requests ▇▇▇▇▇▇▇▇’s consent to any Alterations if the desired Alterations: (i) may affect the Building’s Systems or Building’s Structure; (ii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority; (iii) will cost in excess One Hundred Fifty Thousand Dollars ($150,000.00); or (iv) will require a building permit or similar governmental approval to undertake. Alterations that do not trigger any of the conditions in the foregoing clauses (i) through (iv) are referred to herein as “Cosmetic Alterations”. Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the executed construction contract(s) (which may include redactions of the business terms and conditions). The completion of Alterations will be subject to the Building rules and regulations, as further described in Section 13 below. Tenant shall reimburse Landlord within thirty (30) days after ▇▇▇▇▇▇’s receipt of a bill for all of Landlord’s reasonable actual out-of-pocket costs incurred by or on behalf of Landlord for the review and approval of ▇▇▇▇▇▇’s plans and specifications. Notwithstanding the foregoing, Landlord shall not charge Tenant for any costs or expenses for engineering or outside consulting services incurred by Landlord in connection with any Alterations unless the Alterations proposed by Tenant affect structural elements. If Landlord consents to the making of any Alteration, such Alteration (other than the Work (as defined in Exhibit D)) shall be made by Tenant at Tenant’s sole cost and expense by a contractor and subcontractors approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Landlord shall have the right to require any contractor or subcontractor performing work on or about the Premises to employ union labor and any construction manager utilized by Tenant to be a union-associated construction manager. Tenant shall require its contractor to maintain insurance in the amounts set forth in Section 8(b) of this Lease. Without Landlord’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed, except Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Project or Complex, as applicable, in order to comply with any applicable Laws, then Tenant shall reimburse Landlord within thirty (30) days after written demand therefor for all costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by or on behalf of Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, unless Landlord requires the removal of such Alterations (including any Work, Tenant’s AV and IT Work or other work to be performed under Exhibit D to this Lease, but expressly excluding the Cable, which Tenant shall not be required to remove from the Premises upon the expiration or earlier termination of this Lease) and notifies Tenant in writing simultaneously with ▇▇▇▇▇▇▇▇’s written approval of such Alterations that Landlord will require that Tenant may alter remove such Alterations at the expiration or earlier termination of this Lease. If Landlord requires the removal of such Alterations, Tenant shall at its sole cost and expense, forthwith and with all due diligence (but in any wall that is event not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within later than fifteen (15) days after the expiration or earlier termination of when receivedthe Lease) remove all or any portion of any Alterations made by Tenant which are designated by Landlord at the time its consents to such Alterations as Specialty Alterations (as defined in Section 21) to be removed, such alteration and repair and restore the Premises in a good and workmanlike manner to their original condition, reasonable wear and tear, casualty and condemnation excepted. All construction work done by Tenant within the Premises shall be deemed performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all applicable Laws, and in such manner as to have been not unreasonably interfere with other construction in progress and with the transaction of business in the Project or Complex, as applicable. Without limiting the foregoing, Tenant shall implement reasonable rules, regulations and construction procedures that are approved by Landlord. Tenant agrees , such approval not to save Landlord harmless on account of be unreasonably withheld, conditioned, or delayed, to minimize to the extent reasonably practicable any claim or lien of mechanicsnoise, materialmen or other party, vibration and dust to any existing tenants in the Building in connection with any work performed by or on behalf of Tenant. Subject to Section 11(c), ▇▇▇▇▇▇ agrees to indemnify, defend and hold Landlord harmless against any loss, liability or damage resulting from the performance of Alterations by Tenant or any contractors or subcontractors of Tenant. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any alterations, additions or improvements of (or to the Premises performed plans therefor) shall not constitute a representation or warranty by Tenant. Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall furnish be solely responsible for ensuring all such waivers compliance. All voice, data, video, audio and other low voltage control transport system cabling and/or cable bundles installed in the Building by Tenant or its contractor shall be (A) plenum rated and/or have a composition makeup suited for its environmental use in accordance with NFPA 70/National Electrical Code; (B) [intentionally omitted]; (C) installed in accordance with all EIA/TIA standards and the National Electric Code; (D) installed and routed in accordance with a routing plan showing “as built” or “as installed” configurations of liens cable pathways, outlet identification numbers, locations of all wall, ceiling and appropriate affidavits from the general contractor or subcontractors floor penetrations, riser cable routing and conduit routing (if applicable), and such other information as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings The routing plan shall be subordinate available to Landlord and its agents at the rights of Landlord under this LeaseBuilding upon request.

Alterations. Notwithstanding any provision in this Lease to the contrary, except for Permitted Alterations, Tenant shall not make no structural alterations, additions or improvements cause to the Premises be made any Alterations without the express prior written consent and approval of Landlord Landlord, which consent and approval may be withheld, conditioned or delayed in Landlord’s sole and absolute discretion; provided, however, that: 9.3.1.1. Landlord’s consent shall not be unreasonably withheld or delayedrequired for any Permitted Alterations (such that, except by way of example only, Landlord’s consent would be required for the installation of overhead ladder racks that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications are attached to the Premises without ceiling, but Landlord's approval. In ’s consent would not be required for the event Landlord has installation of equipment which does not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim involve drilling into the floor or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premisesceiling); 9.3.1.2. Tenant shall have the right right, at its sole cost and expense and subject to finance any alterations or improvements permitted hereunder Landlord’s approval of the plans and may pledge specifications therefor and the contractors who shall perform such work, to: (a) install its interest in this Lease as own security thereforsystem (“Tenant’s Security System”) within the Datacenter Space and (b) to integrate Tenant’s Security System and management systems into Landlord’s Building security system and Building management systems; provided, howeverfurther that: (i) Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that any liens granted in connection with such financings Landlord shall be subordinate have access to the rights Datacenter Space at all times, (ii) Tenant shall ensure that Tenant’s Security System shall comply with all applicable Laws, and (iii) in no event shall Landlord be liable for the malfunctioning of Tenant’s Security System, except in the event of gross negligence or willful misconduct on the part of Landlord under this Leaseor the Landlord Parties, and Tenant shall indemnify, defend and hold the Landlord Parties harmless from and against all Claims arising or relating thereto; and 9.3.1.3. Tenant shall give Landlord not less than seven (7) business days’ prior written notice before commencing any Alterations (including, but not limited to, any Permitted Alterations) so as to permit Landlord to post appropriate notices of non-responsibility. If reasonably required by Landlord within three (3) business days written notice prior to commencing any Alterations, Tenant shall also secure, prior to commencing any Alterations, at Tenant’s sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work.

Alterations. 15.1 Except as set forth in Exhibit C, Tenant agrees that it shall not make no structural or allow to be made any alterations, additions physical additions, or improvements in or to the Premises without first obtaining the express prior written consent of Landlord which consent shall in each instance. As used herein, the term "Minor Alteration" refers to an alteration that (a) does not be unreasonably withheld or delayed, except that Tenant may alter any wall that affect the outside appearance of the Building and is not of a load-bearing nature without visible from the consent of Landlord. Tenant may make Common Areas, (b) is non-structural changes and modifications does not impair the strength or structural integrity of the Building, and (c) does not affect the mechanical, electrical, HVAC or other systems of the Building. Landlord agrees not to the Premises without unreasonably withhold its consent to any Minor Alteration. Landlord's approval. In the event Landlord has not responded consent to Tenantany other alteration may be conditioned, given, or withheld in Landlord's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestsole discretion. Notwithstanding the foregoing, Landlord consents to any repainting, recarpeting, or other purely cosmetic changes or upgrades to the Premises, so long as (i) the aggregate cost of such work is less than $25,000.00 in any twelve-month period, (ii) such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith, and (iv) such work conforms to the then existing Building standards. At the time of said request, Tenant shall also submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and Landlord shall have a period of not less than twenty (20) days therefrom in which to review and approve or disapprove said plans; provided SMRH:422502059.9 -25- that if Landlord determines in good faith that Landlord requires a third party to assist in reviewing such plans and specifications, Landlord shall instead have a period of not less than forty (40) days in which to review and approve or disapprove said plans. Tenant shall pay to Landlord upon demand the reasonable actual out of pocket cost and expense of Landlord in (A) reviewing said plans and specifications, and (B) inspecting the alterations, additions, or improvements to determine whether the same are being performed in accordance with the approved plans and specifications and all laws and requirements of public authorities, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. In any instance where Landlord grants such consent, and permits Tenant to use its own contractors, laborers, materialmen, and others furnishing labor or materials for Tenant's construction (collectively, "Tenant's Contractors"), Landlord's consent shall be deemed conditioned upon each of Tenant's Contractors (1) not unreasonably interfering with any laborer utilized by Landlord, Landlord's contractors, laborers, or materialmen; and (2) furnishing Landlord with evidence of acceptable liability insurance, worker's compensation coverage and if required by Landlord, completion bonding, and if at any time such entry by one or more persons furnishing labor or materials for Tenant's work shall cause unreasonable interference, the consent granted by Landlord to Tenant may be withdrawn immediately upon written notice from Landlord to Tenant. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, additions, or improvements and for final approval thereof upon completion, and shall cause any alterations, additions, or improvements to be performed in compliance therewith and with all applicable laws and requirements of public authorities and with all applicable requirements of insurance bodies. All alterations, additions, or improvements shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to be better than (a) the original installations of the Building, or (b) the then standards for the Comparable Building. Upon the completion of work and upon request by Landlord, Tenant shall provide Landlord copies of all waivers or releases of lien from each of Tenant's Contractors. No alterations, modifications, or additions to the Project or the Premises shall be removed by Tenant either during the Term or upon the Expiration Date or the Termination Date without the express written approval of Landlord. Tenant shall not be entitled to make any reimbursement or compensation resulting from its payment of the following changes cost of constructing all or any portion of said improvements or modifications thereto unless otherwise expressly agreed by Landlord in writing. Tenant agrees specifically that no food, soft drink, or other vending machine shall be installed within the Premises, without necessity the prior written consent of Landlord, which shall not be unreasonably withheld, delayed or conditioned. 15.2 Landlord's consent: (i) any alterations required to be made by it pursuant to governmental ordersapproval of Tenant's plans for work shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules, lawsand regulations of governmental agencies or authorities, regulationsincluding, ordinances but not limited to, the Americans with Disabilities Act. Landlord may, at its option, at Tenant's expense, require that Landlord's contractors be engaged for any work upon the integrated Building mechanical or requirements, and electrical systems or other Building or leasehold improvements. SMRH:422502059.9 -26- 15.3 At least five (ii5) days prior to the commencement of any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required work permitted to be done by the automobile manufacturer whose automobiles are sold persons requested by Tenant on the Premises, Tenant shall notify Landlord of the proposed work and the names and addresses of Tenant's Contractors. Tenant During any such work on the Premises, Landlord, or its representatives, shall have the right to finance go upon and inspect the Premises at all reasonable times, and shall have the right to post and keep posted thereon notices of non-responsibility or to take any alterations or improvements permitted hereunder and further action which Landlord may pledge its deem to be proper for the protection of Landlord's interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeasePremises.

Alterations. 9.1 Tenant shall agrees to accept the Premises in its AS-IS, WHERE-IS condition. Landlord is under no obligation to make no structural any alterations, additions additions, improvements or improvements other changes (collectively “Alterations”) in or to the Premises except as otherwise expressly provided in this Lease. 9.2 Tenant shall not make or permit anyone to make any Alteration in or to the Premises or the Building without the express Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion with respect to structural Alterations and non-structural Alterations which are visible from the exterior of Landlord the Premises, and which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlordwith respect to all other non- structural Alterations. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration Structural Alterations shall be deemed to have been include without limitation any Alteration that will or is likely to necessitate any changes, replacements or additions to the electrical, mechanical, plumbing, heating, ventilating or air conditioning systems of the Premises or the Building. Any Alteration made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor and in accordance with plans and specifications approved in writing by Landlord; (d) in accordance with legal requirements and requirements of any insurance company insuring the Building; (e) after obtaining any required consent of the holder of any Mortgage (as defined in Section 21.1); and (f) after obtaining a workmen’s compensation insurance policy approved in writing by Landlord. Tenant agrees If any lien (or a petition to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, establish a lien) is filed in connection with any alterationsAlteration, additions then such lien (or improvements petition) shall be discharged by Tenant at Tenant’s expense within thirty (30) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. Landlord’s consent to the making of an Alteration shall not be deemed to constitute Landlord’s consent to subject its interest in the Premises or the Building to liens which may be filed in connection therewith. Reston Lease - Commerce Park Lease Agreement Final.doc 9.3 If any Alteration is made without Landlord’s prior written consent, then Landlord shall have the right at Tenant’s expense to remove and correct such Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. All Alterations to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from or the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be Building made by it pursuant to governmental orderseither party shall immediately become Landlord’s property and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease Term; provided, ruleshowever, lawsthat if Tenant is not in default under this Lease, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. then Tenant shall have the right to finance remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings and equipment installed in the Premises solely at Tenant’s expense, and except that Tenant shall be required to remove all Alterations to the Premises or the Building which Landlord designates in writing for removal. Movable furniture, furnishings and equipment shall be deemed to exclude any alterations item which would normally be removed from the Premises with the assistance of any tool or improvements permitted hereunder machinery other than a dolly. Landlord shall have the right to repair at Tenant’s expense all damage to the Premises or the Building caused by such removal or to require Tenant to do the same. If any such furniture, furnishing or equipment is not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then the same shall become Landlord’s property and may pledge its interest in this Lease shall be surrendered with the Premises as security therefora 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 any liens granted Alteration which Landlord designates in connection with such financings shall be subordinate to the rights of Landlord under this Leasewriting for removal.

Alterations. Tenant shall not make no structural any alterations, additions or improvements to the Premises (collectively, the “Alterations”) without the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed, except for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises and as described in the second (2nd) grammatical paragraph of this Section 8(a); however the parties agree that in any event it shall be reasonable for Landlord to deny consent to removal of the stairways within the Building. Except as set forth in the immediately preceding sentence and in the second grammatical paragraph of this Section 8(a), Tenant may alter shall furnish complete plans and specifications to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, at the time it requests Landlord’s consent to any wall that is not Alterations if the desired Alterations: (i) will affect the Building’s Systems or Building’s Structure; or (ii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority; or (iii) will require a building permit or other federal, state, county or local approvals with respect thereto; or (iv) will cost in excess of One Hundred Thousand Dollars ($100,000.00). Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the executed construction contract(s). Tenant shall reimburse Landlord within thirty (30) days after the rendition of a load-bearing nature without the consent ▇▇▇▇ for all of Landlord. Tenant may make non’s reasonable out-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, of-pocket costs incurred in connection with any alterationsAlterations, including all management, engineering, outside consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant’s plans and specifications and for the monitoring of construction of the Alterations, together with a supervision coordination fee to Landlord in an amount equal to the product of (i) two percent (2%) and (ii) the so-called “hard” costs of the Alterations. If Landlord consents to the making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense by contractors and subcontractors approved in writing by Landlord in accordance with Section 8(b)(iii), which approval shall not unreasonably be withheld, conditioned or delayed. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Project in order to comply with any applicable Laws, then Tenant shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, except Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence (but in any event not later than ten (10) days after the expiration or earlier termination of the Lease) remove all or any portion of any Specialty Alterations (defined below) made by Tenant which are designated by Landlord to be removed and repair and restore the Premises in a good and workmanlike manner to their original condition, reasonable wear and tear and casualty not required to be repaired by Tenant excepted. Notwithstanding the foregoing, upon Tenant’s request at the time it seeks Landlord’s consent to an Alteration, Landlord agrees to indicate in writing whether it will require any such Alteration which constitutes a Specialty Alteration to be removed upon the expiration or earlier termination of the Lease. As used herein, a “Specialty Alteration” is any Alteration that is not a normal and customary general office improvement including, but not limited to improvements which (i) perforate, penetrate or require reinforcement of a floor slab (including, without limitation, interior stairwells or high-density filing or racking systems), (ii) consist of the installation of a raised flooring system, (iii) consist of the installation of a vault or other similar device or system intended to secure the Premises or a portion thereof in a manner that exceeds the level of security necessary for ordinary office space, (iv) involve material plumbing connections (such as, for example but not by way of limitation, kitchens, saunas, showers, and executive bathrooms outside of the Building core and/or special fire safety systems), (v) consist of the dedication of any material portion of the Premises to non-office usage (such as classrooms, bicycle storage rooms, or “cooking” kitchens), (vi) can be seen from outside the Building or (vi) consists of the installation of internal stairways between floors. All construction work done by Tenant within the Premises shall be performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws, and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Project. TENANT AGREES TO INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS AGAINST ANY LOSS, LIABILITY OR DAMAGE RESULTING FROM SUCH WORK, AND TENANT SHALL, IF REQUESTED BY LANDLORD, FURNISH A BOND OR OTHER SECURITY SATISFACTORY TO LANDLORD AGAINST ANY SUCH LOSS, LIABILITY OR DAMAGE (PROVIDED, HOWEVER, THAT NO BOND SHALL BE REQUIRED AS LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED UNDER THIS LEASE). The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any Alterations, additions or improvements of (or to the Premises performed plans therefor) shall not constitute a representation or warranty by Tenant. Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall furnish be solely responsible for ensuring all such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestcompliance. Notwithstanding the foregoing, Tenant shall also not be entitled obligated to make receive the following changes without necessity written consent of Landlord's consent: Landlord for interior Alterations to the Premises (i) where the estimated cost of the proposed Alteration is One Hundred Thousand Dollars ($100,000.00) or less, (ii) if said Alterations do not affect the structural components of the Building, or adversely affect the Building’s Systems and cannot be seen from outside the Premises, (iii) if such said Alterations changes do not remove any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementsof the stairways within the Building, and (iiiv) if said Alteration shall not require a building permit or any changes in its signage (provided such are in compliance with federal, state, county or local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseapprovals.

Alterations. (a) Tenant shall not make no structural or perform any alterations, additions or improvements (collectively, "Alterations") in or to the Premises without first obtaining the express prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, Landlord's prior consent shall not be required for any Alteration that satisfies all of the following criteria (a "Cosmetic Alteration"): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures, and installing carpeting; (2) is not visible from the exterior of the Premises or Building; and (3) will not adversely affect the Building Systems, Common Areas or structure of the Building. Tenant shall give Landlord not less than five (5) Business Days' notice prior to performing any liens granted Cosmetic Alteration, which notice shall contain a description of such Cosmetic Alteration along with such plans and specifications, if any, prepared in connection therewith. Without limiting the foregoing, all such Cosmetic Alterations shall be subject to all of the terms and conditions of this Section 7.3. Prior to making any Alterations, Tenant, at its expense, shall (i) excepting only for Cosmetic Alterations, submit to Landlord for its approval, detailed plans and specifications ("Plans") for such proposed Alteration, and with respect to any Alteration affecting any Building System, evidence that the proposed Alteration has been designed by, or reviewed and approved by, Landlord's designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities for the proposed Alteration, and furnish copies thereof to Landlord, (iii) furnish to Landlord duplicate original policies or certificates of worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such financings Alteration) and commercial general liability (including property damage coverage) insurance and Builder's Risk coverage, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord's Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant's ability to complete and to fully pay for such Alterations. (b) Tenant shall obtain all building permits and other approvals required by applicable Laws for all Alterations. In addition, Tenant shall, as and when required, promptly obtain certificates of approval of such Alterations as and to the extent required by any governmental authority. Not later than thirty (30) days after issuance of such permits or approvals, Tenant shall deliver copies thereof to Landlord. In addition, not later than thirty (30) days after completion of the respective Alteration, Tenant shall deliver "as-built" Plans for such Alterations prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may reasonably require), using such naming conventions as Landlord may reasonably require, and computer media of such record drawings and specifications in a format acceptable to Landlord. (c) All Alterations shall be subordinate performed (a) in a good and workmanlike manner and free from defects, (b) excepting only with regard to Cosmetic Alterations, substantially in accordance with the Plans approved by Landlord, (c) by contractors, subcontractors, engineers and vendors approved by Landlord, and (d) in compliance with all Laws, the terms of this Lease and all construction rules, procedures and regulations adopted from time-to-time by Landlord. All materials and equipment shall be of first quality and at least equal to the rights then-applicable standards for the Building adopted from time-to-time by Landlord, and no such materials or equipment (other than Tenant's Property) shall be subject to any lien or other encumbrance. Upon request, Landlord will provide Tenant with a list of pre-approved contractors. (d) Tenant (at its cost) shall (a) install and maintain occupancy sensors on all overhead light fixtures so that they automatically switch off when an area is unoccupied, and (b) install and maintain occupancy sensors on all built-in or fixed task lighting fixtures so that they automatically switch off when an area is unoccupied. Such sensors may be installed with manual overrides for areas that are customarily occupied, such as individual offices and conference rooms. (e) Tenant, at its expense, shall discharge and release any lien, encumbrance, or charge recorded or filed against the Building and/or the Property in connection with any work performed or claimed to have been performed by or on behalf of Tenant, or materials or services furnished or claimed to have been furnished to, Tenant, within ten (10) days after Tenant's receipt of notice thereof. Such discharge shall be affected by discharge whether by payment or filing of a bond in accordance with applicable Laws. If Tenant fails to do so, Landlord under may bond, insure over or otherwise discharge the lien. In such event, Tenant shall reimburse Landlord, as Additional Rent, on demand, for all costs and expenses incurred by Landlord, including, without limitation, bonding costs and reasonable attorneys' fees. (f) Tenant shall not employ, or permit the employment of, any contractor, mechanic or laborer, or permit any materials to be delivered to or used in the Premises and/or the Building, if, in Landlord's sole judgment, such employment, delivery or use will interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building and/or the Building by Landlord, Tenant or others. If such interference or conflict occurs, upon Landlord's request, Tenant shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. (g) Tenant shall reimburse Landlord, within thirty (30) days after delivery of an invoice therefor, for all reasonable third party out-of-pocket costs actually incurred by Landlord in connection with Alterations performed by or on behalf of Tenant from time-to-time during the Term of this Lease, including costs incurred in connection with (a) Landlord's review of Plans (including review of requests for approval thereof) and/or supervision of performance of the Alteration, and (b) the provision of Building personnel during the performance of any Alteration other than during Normal Business Hours, to operate elevators or otherwise to facilitate Tenant's Alterations. In addition, if the cost of any Alterations proposed by Tenant exceed $25,000.00, then Tenant shall pay to Landlord or Landlord's managing agent, a construction supervision fee equal to three percent (3%) of the total project cost in connection therewith. At Landlord's request, Tenant shall deliver to Landlord reasonable supporting documentation evidencing the hard and soft costs incurred by Tenant in designing and constructing any Alterations. (h) Tenant shall provide notice to Landlord prior to moving any heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building and shall pay to Landlord any reasonable costs actually incurred by Landlord in connection therewith. If such equipment requires special handling, Tenant agrees (a) to employ only persons holding all necessary licenses to perform such work, (b) all work performed in connection therewith shall comply with all applicable Laws, and (c) such work shall be done only during hours designated by Landlord. (i) The approval of Plans, or consent by Landlord to the making of any Alterations, shall not constitute Landlord's representation that such Plans or Alterations comply with any Laws. Landlord shall not be liable to Tenant or any other party in connection with Landlord's approval of any Plans, or Landlord's consent to Tenant's performing any Alterations. If and to the extent arising out of or resulting from any Alterations made by or on behalf of Tenant, Landlord is required by an order or directive of a governmental authority to make any alterations or improvements to any part of the Building and/or the Building in order to comply with an applicable Requirement, Tenant shall pay, as Additional Rent, all costs and expenses incurred by Landlord in connection with such alterations or improvements.

Alterations. After installation of the initial Tenant shall Improvements for the Premises, Tenant may, at its sole cost and expense, make no structural alterations, additions or additions, improvements and decorations to the Premises without ("Alteration(s)") subject to and upon the express prior written consent of Landlord which consent following terms and conditions: a. Tenant shall not be unreasonably withheld or delayed, except that Tenant may alter make any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentAlterations which: (i) adversely affect any alterations required area outside the Premises including the outside appearance, character or use of any portions of the Building or other portions of the Property; (ii) adversely affect the Building's roof, roof membrane, or any structural component of the Building, or the proper functioning of any equipment, services or systems (including fire and life/safety systems) or Landlord's access thereto; (iii) in the reasonable opinion of Landlord, materially lessen the value of the Building or the Property; (iv) will violate or require a change in any occupancy certificate applicable to the Premises; or (v) would trigger a legal requirement which would require Landlord to make any alteration or improvement to the Premises, Building or other aspect of the Property unless Tenant agrees to be made responsible for the same. b. Tenant shall not make any Alterations not prohibited by it pursuant Section 13.1(a), unless Tenant first obtains Landlord's prior written consent, which consent Landlord shall not unreasonably withhold, provided Landlord's prior approval shall not be required for any Alteration that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of the following conditions (hereinafter a "Pre-Approved Alteration"): (i) the costs of such Alteration do not exceed Two Dollar ($2.00) per rentable square foot of the Premises; (ii) to the extent reasonably required by Landlord or by law due to the nature of the work being performed, Tenant delivers to Landlord final plans, specifications, working drawings, permits and approvals for such Alterations at least ten (10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such Alterations will not otherwise cause a default by Tenant under any provision of this Lease. Tenant shall provide Landlord with ten (10) days' prior written notice before commencing any Alterations. In addition, before proceeding with any Alteration, Tenant's contractors shall obtain, on behalf of Tenant and at Tenant's sole cost and expense: (A) all necessary governmental orders, rules, laws, regulations, ordinances or requirementspermits and approvals for the commencement and completion of such Alterations, and (B) if reasonably requested by Landlord and if the cost of such Alterations exceeds $80,000.00, a completion and lien indemnity bond, or other evidence of funds reasonably satisfactory to Landlord for such Alterations. Landlord's approval of any plans, contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s) and/or subcontractor(s) from any liability with respect to such Alterations and will create no liability or responsibility on Landlord's part concerning the completeness of such Alterations or their design sufficiency or compliance with Laws. c. All Alterations shall be performed: (i) in material accordance with the approved plans, specifications and working drawings, if any; (ii) any changes lien-free and in its signage a first-class workmanlike manner; (provided such are iii) in compliance with local ordinances all Laws; (iv) in such a manner so as not to unreasonably interfere with the occupancy of any other tenant, nor impose any additional expense upon nor delay Landlord in the maintenance and any restrictive covenants affecting operation of the PremisesBuilding; (v) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premiseslicensed and bondable general contractors selected by Tenant and reasonably approved by Landlord, and (v) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Tenant shall have pay to Landlord, within ten (10) days after written demand, the right costs of any increased insurance premiums incurred by Landlord to finance any alterations or improvements permitted hereunder and may pledge its interest include such Alterations in the causes of loss – special form property insurance obtained by Landlord pursuant to this Lease as security thereforLease, if Landlord elects in writing to insure such Alterations; provided, however, that Landlord shall not be required to include the Alterations under such insurance. d. Tenant shall pay to Landlord, as Additional Rent, the reasonable third party costs of Landlord's engineers and other consultants for review of all plans, specifications and working drawings for the Alterations, within ten (10) business days after Tenant's receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any liens granted in connection with such financings shall be subordinate Alterations, a construction supervision fee equal to two percent (2%) of the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any services rendered by Landlord's management personnel and engineers to coordinate and/or supervise any of the Alterations to the rights extent such services are provided in excess of Landlord under or after the normal on-site hours of such engineers and management personnel. e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and commercial general liability insurance in compliance with the insurance provisions of this Lease.

Alterations. (a) Tenant Improvements shall be constructed pursuant to Exhibit B. To the extent of any inconsistency between the terms of Exhibit B and this Section, Exhibit B shall govern. Tenant shall make no structural alterations, additions not permit alterations in or improvements to the Premises without unless and until Landlord has approved the express prior written consent of Landlord plans therefor in writing, which approval shall not be unreasonably withheld, conditioned, or delayed. However, Landlord’s consent shall not be unreasonably withheld or delayedrequired for any Alteration that satisfies all of the following criteria (a “Minor Alteration”): (a) is of a cosmetic nature such as painting, except that Tenant may alter any wall that wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises, the Building or the Property; (c) will not affect the Base Building; (d) does not require work to be performed inside the walls or above the ceiling of the Premises; and (e) will not exceed $50,000 with respect to any single project. Minor Alterations shall be subject to all the other provisions of this Section 7.03. (b) Prior to starting work, Tenant shall furnish Landlord with (i) plans and specifications (which shall be in CAD format if requested by Landlord) for each proposed alteration (other than Minor Alterations) and with respect to Minor Alterations a load-bearing nature without notice containing a description of such Minor Alteration; (ii) names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building and vertical cable); (iii) required permits and approvals; (iv) evidence of contractor’s and subcontractor’s workers compensation and public liability and property damage insurance in amounts reasonably required by Landlord and naming Landlord, Landlord’s agent, any mortgagees (or any successor(s)) as additional insureds; and (v) any security for performance in amounts reasonably required by Landlord in excess of $150,000 [or $250,000 with respect to Markforged, Inc. or its Permitted Transferees only] with respect to any single project. In no event shall subparagraph (v) apply with respect to the consent Tenant Improvements. If any interference or conflict is caused by Tenant’s contractors, mechanics or laborers, upon Landlord’s request, Tenant shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of Landlordvertical cable. Tenant may make non-structural changes shall ensure that all alterations shall be made in accordance with all applicable Laws, in a good and modifications workmanlike manner and of quality at least 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 Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when receivedPremises, such alteration and nothing in this Lease shall be deemed construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Premises for work claimed to have been approved by Landlorddone for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record or bonded over within thirty (30) days after written notice of such filing. Tenant agrees to save shall indemnify Landlord harmless on account of any claim or lien of mechanicsfrom all costs, materialmen or other partylosses, expenses and attorneys’ fees in connection with any alterationsconstruction or alteration and any related lien. (c) Landlord may require Tenant, additions or improvements of or at Tenant’s expense, to remove any alterations that, in Landlord’s reasonable judgment, are not standard office installations and the costs incurred to remove same and repair any damage to the Premises performed by Tenantfrom such removal would be in excess of the cost to remove standard office installations (such items are collectively referred to as “Specialty Alterations”). Tenant Specialty Alterations shall furnish such waivers of liens include, without limitation, internal stairways, raised floors, personal baths and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestshowers, vaults, kitchens requiring black iron, rolling file systems, and structural alterations and modifications. Notwithstanding anything to the foregoingcontrary, Landlord acknowledges that Tenant intends to relocate research and development functions into the Premises from other locations, and that alterations to support R&D functions will not be considered Specialty Alterations, unless such alterations would materially adversely affect the appearance of the Premises or materially adversely affect Building operations in Landlord’s good faith reasonable determination. Tenant, at the time it requests approval for a proposed alteration, may request in writing that Landlord advise Tenant whether the alteration, or any portion thereof, is a Specialty Alteration. Within ten (10) business days after receipt of Tenant’s request for consent to Alterations, which request shall also be entitled to make the following changes without necessity of Landlord's consent: include Tenant’s request (i) any alterations required to be made by it pursuant written in ALL CAPS and BOLD font) for Landlord to governmental ordersdesignate as part of the consent any Specialty Alterations for removal, rulesLandlord shall advise Tenant in writing as to which portions of the alteration or other improvements Landlord, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease good faith reasonable determination, designates as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseSpecialty Alterations.

Alterations. Tenant shall may, from time to time, at its expense, make no structural alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that either (x) Tenant first obtains the express prior written consent of Landlord which or (y) the aggregate costs that Tenant shall incur in order to perform the then-applicable Alterations, together with those costs that Tenant incurred to perform any Alterations during the preceding twelve (12) month period do not exceed $25,000.00, on an aggregate basis, and do not exceed $125,000.00, on an aggregate basis, during the Term, or (z) such Alterations are decorations that are not permanently affixed to the Premises. For any Alternations that do not require the aforesaid consent of Landlord, Tenant may nonetheless request Landlord’s consent and Landlord will provide such consent in writing. Regardless of whether or not Landlord’s consent to Alterations is required, all of the following shall apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval (not to be unreasonably withheld withheld), working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) if requested by Landlord in writing, cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’compensation insurance acceptable to Landlord, in its sole, but reasonable, discretion. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or delayedany other restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, except using new materials and equipment at least equal in quality and class to the standards for the Property established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant may alter any wall remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that is not of a load-bearing nature without Tenant remove the consent of Alterations, such Alterations shall constitute Landlord’s Property and Landlord shall be responsible for the insurance thereof, pursuant to Section 10.1. Tenant may make non-structural changes and modifications shall not be responsible for removing any Alternations made to the Premises without Landlord's approval. In the event unless Landlord has not responded to Tenant's written request for alterations within fifteen (15) days advised Tenant in writing that such removal is required as part of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled ’s consent to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforAlterations; provided, however, that if Landlord is not provided with advance notice of any liens granted in connection with such financings shall be subordinate to Alteration, then Landlord may require its removal upon the rights expiration or termination of Landlord under this Leasethe Lease term.

Alterations. (a) Tenant shall make no structural may, at its own expense, and without Landlord's prior consent, change, alter, add or improve the Premises ("Alterations") provided such changes, alterations, additions or improvements to do not affect any structural component of the Building or affect or increase the load on any Operating System of the Building, and install such Tenant Property in the Premises without as will, in the express judgment of Tenant, better adapt the same for its purposes, Tenant must obtain Landlord's prior written consent of Landlord for any Alterations to the roof, the electrical system, exterior walls, foundation, and support columns ("Structural Alterations"), which consent shall not be unreasonably withheld withheld, delayed or delayedqualified. (b) Tenant shall comply with all applicable Legal Requirements arising, except that Tenant may alter any wall that is not out of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen activities under this Paragraph 12. (15c) days of when receivedTenant shall defend, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to indemnify and save Landlord harmless (including reasonable attorneys' fees and other costs of defense) from any and all mechanic's liens placed on account the Premises or the Property arising out of any claim or lien Tenant's activities under this Paragraph 12. (d) All Alterations made by Tenant (other than Tenant's Property trade fixtures) shall become, upon the expiration of mechanicsthis Lease, materialmen or other partythe property of Landlord and shall remain on the Premises, unless required to be removed under Paragraph 11 (b). Not later than (e) Anything in connection with any alterations, additions or improvements of or this Lease to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingcontrary notwithstanding, Tenant shall also not be entitled required at any time to make the following changes without necessity of Landlord's consent: remove or restore (i) any alterations required Alterations which cost less than $5,000.00 to be made by install not requiring Landlord's consent, or any Alterations that do require Landlord's consent, unless Landlord, at the time it pursuant to governmental ordersgives such consent, rules, laws, regulations, ordinances expressly requires in writing removal or requirements, and restoration of such Alterations; (ii) any changes of the Tenant Improvements described on Exhibit E; or (iii) any partitions, flooring, floor covering, pipes, wires, conduits run through a floor, ceiling, or partition, provided these are cut off or capped in its signage (provided such are in compliance accordance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseall applicable Legal Requirements.

Alterations. Section 7.01. Subject to Section 7.02, Tenant shall will make no structural alterations, additions installations, repairs, additions, improvements or improvements replacements (hereinafter singularly and collectively called “Tenant Changes”) in, to or about the Demised Premises without the express Landlord’s prior written consent of Landlord consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, except provided that Tenant may alter any wall that is otherwise complies with the terms of this Article VII. Section 7.02. Landlord’s consent shall not of a load-bearing nature without the consent of Landlord. Tenant may make be required for decorative or non-structural changes Tenant Changes within the Building. Section 7.03. Tenant Changes, including but not limited to, those consented to or approved by Landlord or within the purview of Section 7.02 hereof, shall be performed in accordance with the following provisions: (a) No part of the Building or the Demised Premises shall be materially and modifications adversely affected; (b) The proper functioning of any of the mechanical, HVAC, electrical, plumbing, sanitary, or other systems of the Building shall not be materially and adversely affected; (c) At least ten (10) Business Days prior to commencement of any Tenant Changes, Tenant will furnish Landlord with a statement in reasonable detail of the Premises without Landlord's approval. In nature and scope of the event proposed Tenant Changes, an estimate of the cost thereof, and coordinated plans and specifications therefor in Auto Cad format, and if the cost of the proposed Tenant Changes can reasonably be estimated by Landlord to exceed $100,000, the foregoing plans and specifications as well as the estimate shall be prepared and signed by an architect licensed by the State of California to whom Landlord has not responded to Tenant's written request for alterations no reasonable objection; and if the nature of the proposed Tenant Changes, regardless of cost, in the sole discretion of Landlord requires it, the foregoing plans and specifications must also be approved by a professional, unaffiliated engineer, licensed by the State of California and selected by Landlord and approved by ▇▇▇▇▇▇, whose reasonable charge shall be paid by ▇▇▇▇▇▇, as Additional Rent within fifteen thirty (1530) days of when receivedafter being billed therefor; (d) Except with respect to ▇▇▇▇▇▇’s Changes performed pursuant to Section 7.02 above, ▇▇▇▇▇▇ agrees to pay to Landlord, as Additional Rent within thirty (30) days after being billed therefor, a sum equal to ▇▇▇▇▇▇▇▇’s actual and reasonable costs and expenses for reviewing the plans and specifications for such alteration proposed Tenant Changes; (e) Tenant Changes shall be deemed done only by contractors and subcontractors satisfactory to have been and first approved by Landlord. Such approval will not be unreasonably withheld, conditioned or delayed. However, elements of such Tenant agrees to save Landlord harmless on account Changes, regardless of any claim or lien cost, of mechanics, materialmen or other party, a ​ ​ nature described in connection with any alterations, additions or improvements of or to the Premises subdivisions (a) and (b) hereof shall be performed by contractors or subcontractors, as the case may be, satisfactory to and first approved by Landlord; (f) Tenant Changes shall be commenced promptly and prosecuted to completion by Tenant diligently and in a good and workmanlike manner; (g) Tenant Changes shall be effected in compliance with the foregoing plans and specifications, Requirements and this Lease (including applicable provisions of this Lease); (h) Tenant. , at Tenant’s sole cost and expense, shall file all required plans and specifications necessary to obtain, and shall obtain, all Approvals pertaining to Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: Changes; (i) any alterations required Tenant Changes are to be made effected in a manner which will not cause or create a dangerous or hazardous condition; (j) All costs and expenses of or incidental to Tenant Changes, including those reflected in clause (d) of this Section 7.03, shall be borne solely by it pursuant Tenant who shall establish to governmental ordersthe reasonable satisfaction of Landlord prior to the commencement thereof and during its progress that these costs can and will be paid when due and that completion of the Tenant Changes will be effected as herein and in the other provisions of this Lease provided; (k) Throughout the performance of Tenant Changes, rulesTenant, lawsin addition to and not in limitation of the provisions of Article XIV hereof, regulationsshall maintain or cause to be maintained (i) Worker’s Compensation insurance, ordinances or requirementsin statutory limits, for all eligible workmen engaged in performing Tenant Changes and (ii) Builder’s All-Risk insurance in an amount equal to the value of Tenant Changes on the completion thereof naming Landlord and Tenant as insureds, as their interests may appear, and shall furnish Landlord with certificates evidencing the existence of such insurance prior to the commencement of any changes Tenant Changes, each of which by its terms shall state that such insurance is not to be terminated without giving Landlord not less than thirty (30) days prior notice of such termination; and (l) Upon completion of any Tenant Changes, ▇▇▇▇▇▇ agrees to cause a Notice of Completion to be recorded in its signage (provided the office of the Recorder of the County of Riverside in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Landlord shall cooperate with Tenant, at no cost or expense to Landlord, in the preparation and filing of same to the extent same is required to be filed by an ‘owner’. Section 7.04. ▇▇▇▇▇▇▇▇’s approval of Tenant Changes or of plans, specifications or working drawings therefor or of the architect or professional engineer shall create no responsibility or liability on the part of Landlord, as to the contents of such are in plans, specifications and drawings, for their completeness, design sufficiency, or for the performance of the architect or professional engineer or for compliance with local ordinances and Requirements, or otherwise in respect of or attributable to any restrictive covenants affecting of the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premisesforegoing. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.​ ​

Alterations. After installation of the initial tenant improvements to Building #1 required for Tenant shall to move all of its operations from Building #2 to Building #1 (the “Initial Alterations”) for the Premises,, Tenant may, at its sole cost and expense, make no structural alterations, additions or additions, improvements and decorations to the Premises without (“Alteration(s)”) subject to and upon the express prior written consent of Landlord which consent following terms and conditions: a. Tenant shall not be unreasonably withheld or delayed, except that Tenant may alter make any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentAlterations which: (i) affect any alterations area outside the Premises including the outside appearance, character or use of any portions of the Building or other portions of the Property; (ii) affect the Building’s roof, roof membrane, any structural component or any base Building equipment, services or systems (including fire and life/safety systems), or the proper functioning thereof, or Landlord’s access thereto; (iii) in the reasonable opinion of Landlord, lessen the value of the Building or the Property; (iv) will violate or require a change in any occupancy certificate applicable to the Premises; or (v) would trigger a legal requirement which would require Landlord to make any alteration or improvement to the Premises, Building or other aspect of the Property. b. Tenant shall not make any Alterations not prohibited by Section 13.1(a), unless Tenant first obtains Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold, provided Landlord’s prior approval shall not be required for any Alterations that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of the following conditions (hereinafter a “Pre-Approved Alteration”): (i) the costs of such Alterations do not exceed One Dollar ($1.00) per rentable square foot of the Premises; (ii) to be made the extent reasonably required by it pursuant Landlord or by law due to the nature of the work being performed, Tenant delivers to Landlord final plans, specifications, working drawings, permits and approvals for such Alterations at least ten (10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such Alterations will not otherwise cause a default by Tenant under any provision of this Lease. Tenant shall provide Landlord with ten (10) days’ prior written notice before commencing any Alterations. In addition, before proceeding with any Alteration, Tenant’s contractors shall obtain, on behalf of Tenant and at Tenant’s sole cost and expense: (A) all necessary governmental orders, rules, laws, regulations, ordinances or requirementspermits and approvals for the commencement and completion of such Alterations, and (B) if the cost of such Alterations exceeds $25,000.00, a completion and lien indemnity bond, or other surety satisfactory to Landlord for such Alterations. Landlord’s approval of any plans, contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s) and/or subcontractor(s) from any liability with respect to such Alterations and will create no liability or responsibility on Landlord’s part concerning the completeness of such Alterations or their design sufficiency or compliance with Laws. c. All Alterations shall be performed: (i) in accordance with the approved plans, specifications and working drawings, if any; (ii) any changes lien-free and in its signage a first-class workmanlike manner; (provided such are iii) in compliance with local ordinances all Laws; (iv) in such a manner so as not to unreasonably interfere with the occupancy of any other tenant, nor impose any additional expense upon nor delay Landlord in the maintenance and any restrictive covenants affecting operation of the PremisesBuilding; (v) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premiseslicensed and bondable contractors and subcontractors selected by Tenant and reasonably approved by Landlord, and (v) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Tenant shall have pay to Landlord, within ten (10) days after written demand, the right costs of any increased insurance premiums incurred by Landlord to finance any alterations or improvements permitted hereunder and may pledge its interest include such Alterations in the causes of loss – special form property insurance obtained by Landlord pursuant to this Lease as security thereforLease, if Landlord elects in writing to insure such Alterations; provided, however, that any liens granted Landlord shall not be required to include the Alterations under such insurance. If the Alterations are not included in connection with such financings Landlord’s insurance, Tenant shall be subordinate insure the Alterations under its causes of loss-special form property insurance pursuant to the rights of Landlord under this Lease. d. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Alterations, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, a construction supervision fee equal to five percent (5%) of the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel; provided that in no event shall Tenant be obligated to pay the supervision fee for Tenant’s initial improvements constructed within the Premises. e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and commercial general liability insurance in compliance with the insurance provisions of this Lease.

Alterations. After installation of the initial Tenant shall Improvements for the Premises, Tenant may, at its sole cost and expense, make no structural alterations, additions or additions, improvements and decorations to the Premises without (collectively “Alteration(s)”) (for the express prior written consent avoidance of Landlord which consent doubt, initial Tenant Improvements do not constitute Alterations), subject to and upon the following terms and conditions: a. Tenant shall not be unreasonably withheld or delayed, except that Tenant may alter make any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentAlterations which: (i) affect any alterations area outside the Premises including the outside appearance, character or use of any portions of the Building or other portions of the Property; (ii) affect the Building’s roof, roof membrane, any structural component or any base Building equipment, services or systems (including fire and life/safety systems), or the proper functioning thereof, or Landlord’s access thereto; (iii) in the reasonable opinion of Landlord, lessen the value of the Building or the Property; (iv) will violate or require a change in any occupancy certificate applicable to the Premises; or (v) would trigger a legal requirement which would require Landlord to make any alteration or improvement to the Premises, Building or other aspect of the Property. b. Tenant shall not make any Alterations not prohibited by Section 13.1(a), unless Tenant first obtains Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold, provided Landlord’s prior approval shall not be required for any Alterations that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of the following conditions (hereinafter a “Pre-Approved Alteration”): (i) the costs of such Alterations do not exceed Three Dollars ($3.00) per rentable square foot of the Premises; (ii) to be made the extent reasonably required by it pursuant Landlord or by law due to the nature of the work being performed, Tenant delivers to Landlord final plans, specifications, working drawings, permits and approvals for such Alterations at least ten (10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such Alterations will not otherwise cause a Default by Tenant under any provision of this Lease. Tenant shall provide Landlord with ten (10) days’ prior written notice before commencing any Alterations. In addition, before proceeding with any Alteration, Tenant’s contractors shall obtain, on behalf of Tenant and at Tenant’s sole cost and expense: (A) all necessary governmental orders, rules, laws, regulations, ordinances or requirementspermits and approvals for the commencement and completion of such Alterations, and (B) if the cost of such Alterations exceeds $50,000.00, a completion and lien indemnity bond, or other surety satisfactory to Landlord for such Alterations. Landlord’s approval of any plans, contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s) and/or subcontractor(s) from any liability with respect to such Alterations and will create no liability or responsibility on Landlord’s part concerning the completeness of such Alterations or their design sufficiency or compliance with Laws. c. All Alterations shall be performed: (i) in accordance with the approved plans, specifications and working drawings, if any; (ii) any changes lien-free and in its signage a first-class workmanlike manner; (provided such are iii) in compliance with local ordinances all Laws; (iv) in such a manner so as not to unreasonably interfere with the occupancy of any other tenant, nor impose any additional expense upon nor delay Landlord in the maintenance and any restrictive covenants affecting operation of the PremisesBuilding; (v) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premiseslicensed and bondable contractors selected by Tenant and reasonably approved by Landlord, and (v) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Tenant shall have pay to Landlord, within ten (10) days after written demand, the right costs of any increased insurance premiums incurred by Landlord to finance any alterations or improvements permitted hereunder and may pledge its interest include such Alterations in the causes of loss – special form property insurance obtained by Landlord pursuant to this Lease as security thereforLease, if Landlord elects in writing to insure such Alterations; provided, however, that any liens granted Landlord shall not be required to include the Alterations under such insurance. If the Alterations are not included in connection with such financings Landlord’s insurance, Tenant shall be subordinate insure the Alterations under its causes of loss-special form property insurance pursuant to the rights of Landlord under this Lease. d. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Alterations, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, a construction supervision fee equal to two percent (2%) of the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and commercial general liability insurance in compliance with the insurance provisions of this Lease.

Alterations. Tenant shall not make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions improvements, additions, installations, or improvements changes of any nature in or to the Premises performed by Tenant. Tenant shall furnish (any of the preceding, "Alterations") unless either (A) such waivers Alterations do not exceed $25,000 per work of liens improvement (and appropriate affidavits from $100,000 in the general contractor aggregate during the Term), and do not affect the Building structure or subcontractors as Landlord may reasonably request. Notwithstanding the foregoingmechanical systems ("Permitted Alterations"), Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: or (B) (i) any alterations required to be made by it pursuant to governmental ordersTenant first obtains Landlord's written consent, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage Tenant complies with all conditions which may be reasonably imposed by Landlord, including but not limited to Landlord's selection of construction techniques (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. provided, however, Tenant shall have the right to finance use a contractor of Tenant's selection, subject to Landlord's prior written approval, which approval will not unreasonably be withheld), and (iii) Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any alterations such Alterations. At least 30 days prior to making any Alterations that are not Permitted Alterations, Tenant shall submit to Landlord, in written form, proposed detailed plans of such Alterations, which Landlord shall approve, or improvements permitted hereunder indicate changes required for Landlord's approval, within 15 days following Landlord's receipt thereof. If Landlord fails to provide such response within such 15-day period, Landlord shall be deemed to have approved such plans. Tenant shall, prior to the commencement of any Alterations that are not Permitted Alterations, at Tenant's sole cost, (i) acquire (and may pledge its interest deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant's sole cost, in a prompt and expeditious manner), (ii) obtain and deliver to Landlord (unless this Lease as security therefor; providedcondition is waived in writing by Landlord) a letter of credit in the amount of the stipulated sum of the cost of the proposed Alterations, howeveror a lien and completion bond in an amount equal to 150 percent of the estimated cost of the proposed Alterations, to insure Landlord against any liability for mechanics' liens and to insure completion of the work, (iii) provide Landlord with 10 days' prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iv) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any liens granted in connection of Tenant's employees installing or involved with such financings Alterations (which insurance Tenant shall maintain in force until completion of the Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be subordinate surrendered with the Premises on the Expiration Date or earlier termination of this Lease, except that Landlord may, at its election, require Tenant to remove any or all of the Permitted Alterations, by so notifying Tenant in writing at least 60 days prior the Expiration Date or on or before the earlier termination of this Lease, in which event, Tenant shall, at its sole cost, on or before the Expiration Date or within 60 days after Landlord's earlier written notice requiring removal of the Permitted Alterations, repair and restore the Premises to the rights condition of the Premises prior to the installation of the Permitted Alterations which are to be removed. Tenant shall pay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics' and materialmen's lien's resulting from or relating to any Alterations or other construction. Tenant may, at its election, contest the correctness or validity of any such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord under and authorized to issue surety bonds in the state in which the Premises are located, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any successor statute, and (b) Landlord may, at its election, require Tenant to pay Landlord's attorneys' fees and costs in participating in such an action. Notwithstanding the foregoing, Tenant's removal of the Excluded Improvements shall not be Alterations subject to this LeaseSection 20.

Alterations. 8.3.1 Except as expressly permitted under this Lease or as otherwise authorized by Landlord in writing, Tenant shall not make no structural alterations, additions or improvements cause to be made any Alterations to the Premises Tenant Space, the Datacenter, or any other portion of the Building or Property without the express prior written consent and approval of Landlord Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The foregoing notwithstanding, except 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, (ii) are in compliance with the Datacenter Rules and Regulations, and (iii) will not affect the Building’s structure, the provision of services to other Building tenants, or the Building’s electrical, plumbing, HVAC, life safety or mechanical systems. Landlord and Tenant may alter acknowledge and agree that (a) Landlord’s Installations are hereby deemed to be Alterations hereunder; and (b) all Alterations shall be left as part of the Tenant Space without any wall that is obligation on Tenant’s part to remove the same, upon the expiration or earlier termination of this Lease, in good and operable condition, ordinary wear and tear excepted, and damage caused by a Casualty Event, Taking, or the default of Landlord excepted. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. 8.3.2 Each request for Alterations consent must contain one (1) full size hard copy of all drawings together with one (1) full set of drawings on CD. 8.3.3 In any instance where Tenant desires to conduct Alterations, ▇▇▇▇▇▇’s contractors, laborers, material men and others furnishing labor or materials for Tenant’s job must work in harmony, and not of a load-bearing nature interfere, with any labor utilized by Landlord, ▇▇▇▇▇▇▇▇’s contractors or mechanics or by any other tenant or such other tenant’s contractors or mechanics; and if at any time such entry by one (1) or more persons furnishing labor or materials for Tenant’s work shall cause disharmony or interference for any reason whatsoever without regard to fault, the consent of Landlord. granted by Landlord to Tenant may make non-structural changes and modifications and/or the express or implied permission for such persons to enter the Premises without Landlord's approvalmay be withdrawn at any time upon written notice to ▇▇▇▇▇▇. In the event Additionally, all such contractors, laborers, material men and others must obtain (and provide Landlord has not responded to Tenant's written request for alterations within fifteen (15evidence of) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors insurance as Landlord may reasonably request. Notwithstanding the foregoingrequire, Tenant prior to any such entry; provided that, in no event shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orderssuch insurance requirements exceed those that are described on Exhibit “B-1”, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leaseattached hereto.

Alterations. Other than Minor Changes (as defined in this Section 12.3), Tenant shall not make no structural or permit any alterations, decorations, additions or improvements of any kind or nature to the Premises or the Project, whether structural or nonstructural, interior, exterior or otherwise (“Alterations”) without the express prior written consent of Landlord which Landlord, said consent shall not to be unreasonably withheld or delayed. Other than for Minor Changes, except Landlord may impose any reasonable conditions to its consent, including, without limitation: (i) prior approval of the plans and specifications and contractor(s) with respect to the Alterations (provided that Landlord may designate specific contractors with respect to Building systems); (ii) supervision by Landlord’s representative, at Tenant’s expense, of the Alterations; (iii) proof of worker’s compensation insurance and commercial general liability insurance in such amounts and meeting such requirements as reasonably requested by Landlord; (iv) delivery to Landlord of written and unconditional waivers of mechanic’s and materialmen’s liens as to the Project for all work, labor and services to be performed and materials to be furnished, signed by all contractors, subcontractors, materialmen and laborers participating in the Alterations; (v) delivery of permits, certificates of occupancy, “as-built” plans, and equipment manuals; and (vi) any security for performance or payment that is reasonably required by Landlord. The Alterations shall conform to Landlord’s Specifications (as defined in Exhibit B-1) and set forth in Exhibit B-3 attached hereto and made a part hereof and the requirements of federal, state and local governments having jurisdiction over the Premises, including, without limitation, the ADA, the California ADA, the OSHA General Industry Standard (29 C.F.R. Section 1910.1001, et seq.), and the OSHA Construction Standard (29 C.F.R. Section 1926.1001, et seq.) and shall be performed in accordance with the terms and provisions of this Lease and all warranties in effect and in a good and workmanlike manner using material of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building. Any deviations from Landlord’s Specifications with respect to Alterations and any Alterations comprised of light fixtures, entry doors, interior doors, HVAC diffusers or demountable walls shall be subject to Landlord’s approval in its sole discretion. Provided that Tenant gives Landlord notice of each proposed Alteration at least five (5) business days prior to commencing such Alteration and complies with all of the provisions of this Section 12.3, Tenant shall not be required to obtain Landlord’s consent for Alterations that meet the following requirements (“Minor Changes”): (a) do not affect the other tenants of the Building, any of the Building’s mechanical, electrical, plumbing, HVAC or fire, life safety systems or the roof, foundations, exterior walls or structural portions of the Building, (b) are not visible from the Common Areas or the exterior of the Building, (c) do not affect the architectural or structural integrity of the Building, including, without limitation, the water tight character of the Building or its roof, (d) do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Building, (f) the Alteration, together with any other Alterations, does not exceed a cost of $250,000 in any one Calendar Year (provided that Tenant shall not perform such Alterations in stages in order to subvert this provision), (g) do not materially or negatively impact the future marketability of the Building or increase the Building’s assessed value for tax purposes; (h) do not require any other alteration, addition, or improvement to be performed in or made to any other portion of the Project other than the Premises and (i) do not include deviations from the Specifications or any light fixtures, entry doors, interior doors, HVAC diffusers or demountable walls. All computer, telecommunications or other cabling, wiring and associated appurtenances (collectively, “Cabling”) installed by Tenant inside any of the interior walls of the Premises, above the ceiling of the Premises, in any portion of the ceiling plenum above or below the Premises, or in any portion of the Common Areas of the Project, including but not limited to any of the shafts or utility rooms of the Building, shall be clearly labeled or otherwise identified as having been installed by Tenant. All Cabling installed by Tenant shall comply with the requirements of the National Electric Code and any other applicable fire and safety codes. Landlord may alter designate reasonable rules, regulations and procedures for the performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Project, shall have the right to designate the time when Alterations may be performed. If the Alterations are not performed as herein required, Landlord shall have the right, at Landlord’s option, to halt any wall that is not further Alterations, or to require Tenant to perform the Alterations as herein required or to require Tenant to return the Premises to its condition before such Alterations. All or any part of a load-bearing nature the Alterations, whether made with or without the consent of Landlord, shall, at the election of Landlord, either be removed by Tenant at its expense before the expiration of the Term or shall remain upon the Premises and be surrendered therewith at the Expiration Date or earlier termination of this Lease as the property of Landlord without disturbance, molestation or injury; provided, Tenant shall remove all Cabling installed by Tenant anywhere in the Premises, the Building or the Project to the point of the origin of such Cabling, unless Landlord consents, in its sole discretion, to a request by Tenant not to remove such Cabling. If requested by Tenant, Landlord’s election shall be made at the time Landlord approves installation of such Alterations or if the Alterations are Minor Changes, then Landlord shall make such election within 30 days after Tenant’s notice of the Minor Changes if requested by Tenant may make non-structural changes at the time that Tenant provided notice of its intention to install such Minor Changes. Landlord will not unreasonably require removal of Alterations at the end of the Term such as by requiring removal of Alterations that are not specialized to Tenant’s use of the Building, do not materially and modifications negatively impact the Building’s structure or systems or the future marketability of the Building are not visible from the Common Areas or the exterior of the Building and are consistent with use of the Premises as a class A office building. If Landlord requires the removal of all or part of the Alterations, Tenant, at its expense, shall repair any damage to the Premises without or the Project caused by such removal and restore the Premises and the Project to its condition prior to the construction of such Alterations, reasonable wear and tear excepted. If Tenant fails to remove the Alterations upon Landlord's approval. In ’s request and repair and restore the event Premises and Project, then Landlord has may (but shall not responded be obligated to) remove, repair and restore the same and the cost of such removal, repair and restoration together with any and all damages which Landlord may suffer and sustain by reason of the failure of Tenant to Tenant's written request for alterations within fifteen (15) days of when receivedremove, such alteration repair and restore the same, shall be deemed charged to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestpaid upon demand. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) may remove any alterations required to be made by it pursuant to governmental orderstrade fixtures, rulesbusiness equipment, laws, regulations, ordinances or requirements, personal property and (ii) furniture and Tenant repairs any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate damage to the rights Premises resulting from the removal of Landlord under this Leasesuch items and restores the Premises to its condition prior to the installation of such items, reasonable wear and tear excepted.

Alterations. Tenant shall may not make no structural alterationsany improvement, additions alteration, addition or improvements change to the Premises or to any mechanical, plumbing or HVAC facility or other system serving the Premises (an “Alteration”) without the express Landlord’s prior written consent of Landlord consent, which consent shall be requested by Tenant not less than 10 days before commencement of work and shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant provided that Landlord receives 10 days’ prior notice, Landlord’s prior consent shall also not be entitled to make the following changes without necessity of Landlord's consent: required for any Alteration that (i) is reasonably estimated (together with any alterations required other Alterations performed without Landlord’s consent pursuant to this sentence during the 12-month period ending on the date of such notice) to cost less than $25,000.00; (ii) is not visible from outside the Premises; (iii) does not affect any system or structural component of the Building; and (iv) does not require work to be made performed inside the walls or above the ceiling of the Premises. For any Alteration, (a) Tenant, before beginning work, shall deliver to Landlord, and obtain Landlord’s approval of, plans and specifications; (b) Landlord, in its discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) Tenant shall deliver to Landlord “as built” drawings (in CAD format, if requested by it pursuant to Landlord), completion affidavits, full and final lien waivers, and all governmental orders, rules, laws, regulations, ordinances or requirementsapprovals; and (d) Tenant shall pay Landlord upon demand (i) Landlord’s reasonable out-of-pocket expenses incurred in reviewing the work, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting a coordination fee equal to 5% of the Premises) or those recommended or required by cost of the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security thereforwork; provided, however, that this clause (d) shall not apply to any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this LeaseTenant Improvements.

Alterations. Tenant shall not make no structural alterations, additions or improvements any significant alterations to the Premises outside of ordinary and customary enhancements for model homes to the Model Homes without the express Landlord’s prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, in no event may Tenant make any alterations to the Premises that would require a change to the current plans and specifications for the Premises without Landlord’s prior written consent. As of the end of the term of this Lease or earlier termination thereof as to any of the Model Homes, Tenant shall have completed all improvements necessary to convert each Model Home to a habitable condition, to provide a minimum of two (2) garage spaces per Model Home, and to obtain a Certificate of Occupancy from the applicable governing public agencies for each Model Home. Tenant shall secure all appropriate governmental approval and permits, and shall complete all such alterations in compliance with current plans and specifications (modified to the extent necessary to comply with any changes to the then applicable laws, rules and regulations) provided said plans include a minimum of two (2) garage spaces per Model Home, and in compliance with all applicable laws, statutes and regulations, Tenant shall pay all costs for such alterations and shall keep the Premises free and clear of all mechanics’ liens granted which may result from such improvements; provided, however, Landlord shall reimburse Tenant for such improvements, up to an aggregate amount of Five Hundred Thousand Dollars ($500,000) (the “Tenant Improvement Allowance”), upon Tenant’s completion of such improvements in connection compliance with the provisions of this Paragraph 9, including, without limitation, the delivery to Landlord of satisfactory evidence that the Premises are free and clear of mechanic’s liens, for any of the Model Homes; provided, further, in the event that Landlord exercises its rights under this Lease to construct any of the improvements required under this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ may utilize the Tenant Improvement Allowance to pay the costs of any such financings improvements. All costs and expenses incurred in completing such improvements and obtaining each Certificate of Occupancy in excess of the Tenant Improvement Allowance shall be subordinate borne solely by Tenant. During the conversion process, Tenant will continue to pay Rent to Landlord in the rights of Landlord under amount stated in this Lease. In the event that Tenant has not obtained a Certificate of Occupancy for all of the Model Homes as of the termination date of this Lease, Tenant shall be considered to be a holdover Tenant pursuant to Paragraph 5 above until such time as a Certificate of Occupancy is received for such Model Homes.

Alterations. Tenant (a) Borrower shall make no structural alterations, additions obtain Administrative Agent’s prior written consent to any alterations or improvements to the Premises without the express prior written consent of Landlord (or demolitions of) any Improvements (“Alterations”), including tenant improvements, which consent shall not be unreasonably withheld withheld, conditioned, or delayed, delayed except with respect to Alterations that Tenant may alter any wall that is not of a load-bearing nature without would reasonably be expected to result in an Individual Material Adverse Effect on the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably requestapplicable Individual Property. Notwithstanding the foregoing, Tenant Administrative Agent’s consent shall also not be entitled to make the following changes without necessity of Landlord's consent: required in connection with any (i) any alterations repairs based on life safety or emergency conditions or which are required to be comply with applicable Legal Requirements, (ii) Preapproved Alterations, (iii) non-structural or decorative work performed in the ordinary course of ▇▇▇▇▇▇▇▇’s business, (iv) Alterations, the then remaining cost of which to complete, when taken in the aggregate with the then remaining cost to complete all other Alterations then ongoing that would otherwise require Administrative Agent’s prior written consent under this Section 5.1.21 (other than Alterations described in the other subsections of this sentence), is less than the Alterations Threshold Amount; (v) Alterations made pursuant to an Approved Annual Budget; (vi) Alterations with respect to any existing Lease as of the Closing Date or any Lease entered into in accordance with the terms and conditions of Section 5.1.20; (vii) Alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof; (viii) the Required Repairs, (ix) any installation or any other addition of antenna or solar panels or solar facilities at any Individual Property, (x) any repairs required by the Loan Documents, (xi) unit renovations, (xii) amenity upgrades, (xiii) Alterations made by it a Tenant under a commercial Lease or (xiv) any Alterations made on or to any Undeveloped Land or any Pre-Identified Release Parcel (clauses (i) through (xiv), the “Approved Alterations”). At any time that Administrative Agent’s approval is required under this Section 5.1.21(a), provided no Event of Default is continuing, Administrative Agent’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto. (b) If the total unpaid amounts due and payable with respect to Alterations requiring Administrative Agent’s prior written consent at the Properties in the aggregate (other than such amounts (x) to be paid or reimbursed by Tenants under the Leases, (y) to be paid in respect of Approved Alterations with respect to such Properties and (z) on deposit in the Reserve Accounts and which are permitted to be used for such Alterations in accordance with this Agreement) shall at any time exceed the Alterations Threshold Amount, Borrower shall promptly deliver to Administrative Agent 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 Alterations Threshold Amount (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Administrative Agent, (IV) a completion and performance 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 reasonably acceptable to Administrative Agent or (V) a guaranty executed by Alterations Guarantor in favor of Administrative Agent for benefit of ▇▇▇▇▇▇ in a form reasonably acceptable to Administrative Agent (an “Alterations Guaranty”); provided, that in the event that Borrower elects to deliver an Alterations Guaranty pursuant to governmental ordersthis Section 5.1.21(b), rulesif the Additional Insolvency Opinion Condition is satisfied, lawsthen Borrower shall deliver an Additional Insolvency Opinion reasonably acceptable to Administrative Agent which takes into account such Alterations Guaranty. Each such Alterations Deposit shall be (A) in an aggregate 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 (x) to be paid or reimbursed by Tenants under the Leases, regulations(y) to be paid in respect of Approved Alterations with respect to such Properties and (z) on deposit in the Reserve Accounts and which are permitted to be used for such Alterations in accordance with this Agreement) over the Alterations Threshold Amount and (B) disbursed or released, ordinances or requirementsas applicable, from time to time by Administrative Agent to Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Administrative Agent at least ten (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, (2) on the date such payment is to be made, no Event of Default shall be continuing, and (ii3) any changes such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in its signage 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 invoices paid (provided such are or to be paid) in compliance with local ordinances excess of $250,000 and any restrictive covenants affecting the Premises) material licenses, permits or those recommended or other approvals by any Governmental Authority required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with the applicable portion of the Alterations, (y) identifying each contractor to be paid by 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 financings 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 Administrative Agent in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 5.1.21(b), 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, Administrative Agent shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such disbursement is to be made, no Event of Default shall be subordinate 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 $250,000 and any material licenses, permits or other approvals by any Governmental Authority required in connection with Alterations and stating that each contractor providing services in connection with the Alterations has been paid in full or will have been paid in full upon such disbursement, in each case, to the rights extent not received by Administrative Agent in connection with prior disbursement requests. (c) Notwithstanding anything to the contrary herein, so long as funded out of Landlord under this Leasecash flow of an Individual Property or equity contributions of Borrower, any obligations incurred by Borrower in connection with Approved Alterations shall not be deemed to be Indebtedness hereunder.

Alterations. 11.1 Tenant shall not make no structural any alterations, additions or improvements to the Demised Premises (collectively, the "Alterations") without the express prior written consent of Landlord Landlord, which consent shall not be unreasonably withheld or delayed, except that Tenant for (i) the installation of unattached, movable trade fixtures which may alter be installed without drilling, cutting or otherwise defacing the Demised Premises, and (ii) nonstructural Alterations in the Demised Premises which are not visible from the outside of the Demised Premises, if the cost of such nonstructural Alterations do not exceed Fifty Thousand Dollars ($50,000.00) in any wall that twelve (12) month period. Even though Landlord's consent is not required, the foregoing alterations shall be subject to all other requirements of Article 11. Tenant shall furnish complete plans and specifications to Landlord at the time it requests Landlord's consent to any Alterations if the desired Alterations (i) will affect the Industrial Complex's mechanical, electrical, plumbing or life safety systems or services, or (ii) will affect any structural component of the Demised Premises or the Industrial Complex, or (iii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority, or (iv) will cost in excess of Fifty Thousand Dollars ($50,000.00). Subsequent to obtaining Landlord's consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable law and a copy of the executed construction contract(s). Tenant shall reimburse Landlord within ten (10) days after the rendition of a load-bearing nature without the consent bill ▇▇▇ all of Landlord's actual out-of-pocket costs incurred in connection with any Alterations, including, without limitation, all reasonable management, engineering, outside consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant's plans and specifications and for the reasonable monitoring of construction of the Alterations. Tenant may make non-structural changes and modifications If Landlord consents to the Premises without Landlord's approval. In the event Landlord has not responded to making of any Alterations, such Alterations shall be made by Tenant at Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been sole cost and expense by a contractor approved in writing by Landlord. Tenant agrees shall give Landlord not less than ten (10) days advance written notice of the commencement of Tenant's Alterations to save enable Landlord harmless on account to post and record notices of any claim nonresponsibility. Tenant shall require its contractor to maintain insurance in such commercially reasonable amounts and in such form as Landlord may require. Any construction, alteration, maintenance, repair, replacement, installation, removal or lien of mechanics, materialmen or other party, decoration undertaken by Tenant in connection with the Demised Premises shall be completed in accordance with plans and specifications which must be approved by Landlord, shall be carried out in a good, workmanlike and prompt manner and in accordance with the provisions of Exhibit "D" attached hereto, shall comply with all applicable Regulations of the authorities having jurisdiction thereof, and shall be subject to supervision by Landlord or its employees, agents or contractors. Without limiting the generality of the immediately preceding sentence, any alterationsinstallation or replacement of Tenant's heating or air conditioning equipment must be effected strictly in accordance with Landlord's instructions, additions or improvements of or to the Premises performed by TenantClean Air Act and all other applicable Regulations. Without Landlord's prior written consent, Tenant shall furnish not use any portion of the Common Areas either within or without the Industrial Complex in connection with the making of any Alterations. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Industrial Complex in order to comply with any applicable Regulations, then Tenant shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such waivers alterations and/or improvements. Any Alterations made by Tenant shall become the property of liens Landlord upon installation and appropriate affidavits from shall remain on and be surrendered with the general contractor Demised Premises upon the expiration or subcontractors as sooner termination of this lease, except Tenant shall upon demand by Landlord, at Tenant's sole cost and expense, forthwith and with all due diligence remove all or any portion of any Alterations made by Tenant which are designated in writing by Landlord may reasonably requestto be removed and repair and restore the Demised Premises in a good and workmanlike manner to their original condition, reasonable wear and tear excepted. Notwithstanding the foregoing, Landlord acknowledges that Tenant shall also not be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to remove the Leasehold Improvements to be made constructed by it pursuant Landlord in accordance with Exhibit "B" or the Subsequent Improvements to governmental ordersbe constructed in accordance with Exhibit "C". 11.2 All construction work done by Tenant within the Demised Premises shall be performed in a good and workmanlike manner with new materials of first-class quality, rules, laws, regulations, ordinances or requirements, lien-free and (ii) any changes in its signage (provided such are in compliance with local ordinances all governmental requirements and any restrictive covenants affecting Regulations, and in such manner as to cause a minimum of interference with other construction in progress and with the Premises) or those recommended or required by transaction of business in the automobile manufacturer whose automobiles are sold on the PremisesIndustrial Complex. Tenant shall have agrees to indemnify Landlord and hold Landlord harmless against any loss, liability or damage resulting from such work, and Tenant shall, if requested by Landlord, furnish a bond or other security reasonably satisfactory to Landlord against any such loss, liability or damage. 11.3 In the right event Tenant uses a general contractor to finance perform construction work within the Demised Premises, Tenant shall, prior to the commencement of such work, require said general contractor to execute and deliver to Landlord a waiver and release of any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that all claims against Landlord and liens against the Industrial Complex to which such contractor might at any liens granted in connection with such financings time be entitled. The delivery of the waiver and release of lien within the time period set forth above shall be subordinate a condition precedent to Tenant's ability to enter on and begin its construction work at the rights of Demised Premises and, if applicable, to any reimbursement from Landlord under this Leasefor its construction work.

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the withhold its consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by Tenanta lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Tenant shall furnish obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a governmental permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such waivers of liens improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and appropriate affidavits from the general contractor or subcontractors with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes require in its signage (provided such are in compliance with local ordinances and sole discretion. Under no circumstances shall Tenant make any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings Any request for Landlord's consent shall be subordinate to made in writing and shall contain architectural plans describing the rights of Landlord under this Lease.work in detail

Alterations. Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the withhold its consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed which cost less than Three Hundred Thousand Dollars ($300,000.00), provided that such alterations, additions or improvements do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that any alteration project costing in excess of Twenty-Five Thousand Dollars ($25,000.00) be covered by Tenanta lien and completion bond satisfactory to Landlord, and requirements as to the manner, time, and contractor for performance of the work. Tenant shall furnish obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of such waivers of liens and appropriate affidavits work requiring a permit from the general contractor City of Irvine. If any governmental entity requires, as a condition to any proposed alterations, additions or subcontractors improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes require in its signage (provided such are in compliance with local ordinances and reasonable discretion. Under no circumstances shall Tenant make any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance improvement which incorporates any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; providedHazardous Materials, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Lease.including without limitation asbestos-containing construction materials into the

Alterations. After installation of the initial Tenant Improvements for the Premises (which shall be subject to the terms and conditions of the Work Letter), Tenant may, at its sole cost and expense, make no structural alterations, additions or additions, improvements and decorations to the Premises without (“Alteration(s)”) subject to and upon the express prior written consent of Landlord which consent following terms and conditions: a. Tenant shall not be unreasonably withheld or delayed, except that Tenant may alter make any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements of or to the Premises performed by Tenant. Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall also be entitled to make the following changes without necessity of Landlord's consentAlterations which: (i) affect any alterations area outside the Premises including the outside appearance, character or use of any portions of the Building or other portions of the Facility; (ii) affect the Building’s roof, roof membrane, any structural component or any base building equipment, services or systems (including fire and life/safety systems), or the proper functioning thereof, or Landlord’s access thereto; (iii) in the reasonable opinion of Landlord, lessen the value of the Building or the Facility; (iv) will violate or require a change in any occupancy certificate applicable to the Premises; or (v) could trigger a legal requirement which would require Landlord to make any alteration or improvement to the Premises, Building, Facility or other aspect of the Project. b. Tenant shall not make any Alterations not prohibited by Section 13.1(a), unless Tenant first obtains Landlord’s prior written consent, which consent Landlord shall not unreasonably withhold, provided Landlord’s prior approval shall not be required for any Alterations that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of the following conditions (hereinafter a “Pre-Approved Alteration”): (i) the costs of such Alterations do not exceed $3.00 per rentable square foot of the Premises; (ii) to be made the extent reasonably required by it pursuant Landlord or by law due to the nature of the work being performed, Tenant delivers to Landlord final plans, specifications, working drawings, permits and approvals for such Alterations at least ten (10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such Alterations will not otherwise cause a default by Tenant under any provision of this Lease. Tenant shall provide Landlord with ten (10) days’ prior written notice before commencing any Alterations. In addition, before proceeding with any Alteration, Tenant’s contractors shall obtain, on behalf of Tenant and at Tenant’s sole cost and expense: (A) all necessary governmental orders, rules, laws, regulations, ordinances or requirementspermits and approvals for the commencement and completion of such Alterations, and (B) if the cost of such Alterations exceeds $25,000.00, a completion and lien indemnity bond, or other surety satisfactory to Landlord for such Alterations. Landlord’s approval of any plans, contractor(s) and subcontractors) of Tenant shall not release Tenant or any such contractor(s) and/or subcontractor(s) from any liability with respect to such Alterations and will create no liability or responsibility on Landlord’s part concerning the completeness of such Alterations or their design sufficiency or compliance with Laws. c. All Alterations shall be performed: (i) in accordance with the approved plans, specifications and working drawings, if any; (ii) any changes lien-free and in its signage a first-class workmanlike manner; (provided such are iii) in compliance with local ordinances all building codes and Laws; (iv) in such a manner so as not to impose any restrictive covenants affecting additional expense upon nor delay Landlord in the Premisesmaintenance and operation of the Building; (v) by licensed and bondable contractors, subcontractors and vendors selected by Tenant and reasonably approved by Landlord (provided Landlord reserves the right to require Tenant to utilize Landlord’s preferred contractors, subcontractors and vendors for certain work performed within the Premises or those recommended or required as to systems serving the Premises as approved by the automobile manufacturer whose automobiles are sold on the PremisesLandlord such as for fire/life safety, HVAC control work, architectural and engineering services), and (vi) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Tenant shall have pay to Landlord, within ten (10) days after written demand, the right costs of any increased insurance premiums incurred by Landlord to finance any alterations or improvements permitted hereunder and may pledge its interest include such Alterations in the causes of loss - special form property insurance obtained by Landlord pursuant to this Lease as security thereforLease, if Landlord elects in writing to insure such Alterations; provided, however, that any liens granted Landlord shall not be required to include the Alterations under such insurance. If the Alterations are not included in connection with such financings Landlord’s insurance, Tenant shall be subordinate insure the Alterations under its causes of loss-special form property insurance pursuant to the rights of Landlord under this Lease. d. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Alterations not to exceed $1,500, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, a construction supervision fee equal to five percent (5%) of the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and commercial general liability insurance in compliance with the insurance provisions of this Lease.

Alterations. Tenant shall not make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or other party, in connection with any alterations, additions improvements, additions, installations, or improvements changes of any nature in or to the Premises performed (any of the preceding, “Alterations”) unless (i) Tenant first obtains Landlord’s written consent, which consent will not unreasonably be withhold (and provided that no such consent will be required—although Tenant must still notify Landlord in advance—if the Alteration is Landlord /s/ JC Tenant /s/ RCB non-structural, not visible from the exterior of the Premises, and costs, on a per-project basis, less than $10,000.00), (ii) Tenant complies with all reasonable conditions which may be imposed by Landlord, including but not limited to Landlord’s selection of specific contractors or construction techniques and the requirements of the attached Exhibit “C”, and (iii) Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any such Alterations. At least 20 days prior to making any Alterations, Tenant shall submit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant’s sole cost, (I) acquire (and deliver to Landlord a copy of) any required permit from the appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) provide Landlord with ten days’ prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant’s employees installing or involved with such Alterations and cause any contractors so involved to additionally carry such statutorily required coverage (which insurance shall be maintained on an occurrence basis, and in force until completion of the Alterations). All Alterations (other than personal property which is not attached to the Premises) shall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on the Expiration Date, except that Landlord may, at its election, require Tenant to remove any or all of the Alterations, by so notifying Tenant in writing on or about the Expiration Date, in which event, Tenant shall, at its sole cost, on or before the Expiration Date or within five days of Landlord’s request, if after the Expiration Date, repair and restore the Premises to the condition of the Premises prior to the installation of the Alterations which are to be removed. Tenant shall furnish pay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics’ and materialmen’s liens resulting from or relating to any Alterations or other construction. Tenant may, at its election, contest the correctness or validity of any such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may reasonably request. Notwithstanding the foregoinglien provided that (a) immediately on demand by Landlord, Tenant shall also be entitled procures and records a lien release bond, issued by a corporation satisfactory to make Landlord and authorized to issue surety bonds in California, in an amount equal to 125 percent of the following changes without necessity amount of Landlord's consent: (i) the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirementssuccessor statute, and (iib) any changes Landlord may, at its election, require Tenant to pay Landlord’s attorneys’ fees and costs incurred in its signage (provided participating in such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that any liens granted in connection with such financings shall be subordinate to the rights of Landlord under this Leasean action.