Common use of No Alterations by Tenant Clause in Contracts

No Alterations by Tenant. Tenant shall not make any alterations, additions or improvements in or to the Premises or any part thereof, or attach any fixtures or equipment thereto, without Landlord’s prior written consent, not to be unreasonably withheld or delayed. All alterations, additions and improvements in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s), shall comply with all Applicable Laws, shall not adversely affect any systems, components or elements of the Buildings or the Property, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the Property, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. (b) Tenant shall obtain all required permits for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829. 1. In addition, Tenant shall obtain hot-work permits from the NASA Safety, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame work. Tenant shall engage responsible contractor(s) licensed in the State of California to perform all work. Tenant and its contractors shall carry such liability and builder’s risk insurance as Landlord may reasonably require with respect to the work, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the work. Tenant shall perform all work in accordance with the plans and specifications approved by Landlord, in a good and workmanlike manner, in full compliance with all Applicable Laws, and free and clear of any mechanics’ liens. Tenant shall pay for all work (including the cost of all Utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions and improvements. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses incurred by Landlord in connection with the review, approval and supervision of any alterations, additions or improvements made by Tenant. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of design of any work, construction of any work, or delay in completion of any work. (c) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least five (5) days prior to such date. Tenant shall keep the Premises and the Property free from mechanics’, materialmen’s and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Property from such liens, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of Tenant.

No Alterations by Tenant. Tenant shall not make any alterations, additions additions, deletions or improvements in or to the Premises or any part thereofthereof (collectively, or attach "ALTERATIONS"), including attaching any trade fixtures or equipment thereto, without Landlord’s ▇▇▇▇▇▇▇▇'s prior written consent which shall not be unreasonably withheld. However, Tenant may make Alterations (other than those involving the removal or deletion of improvements) which comply with the Design Criteria and without Landlord's consent if the total cost of each Alteration does not exceed twenty five thousand dollars ($25,000.00). Without Landlord's consent, not to be unreasonably withheld in no event shall the total cost of Alterations in any calendar year exceed one hundred thousand dollars ($100,000.00) or delayedaffect Building systems, the structure or roof of the Building or the exterior aesthetics of the Building. All alterations, additions and improvements Alterations in or to the Premises for which Landlord's consent is required (except improvements made by Landlord pursuant to which Landlord consents EXHIBIT B, if any) shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s 's written approval, complete plans and specifications for all work Alterations to be done by ▇▇▇▇▇▇Tenant. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s), shall comply with all Applicable Lawsapplicable codes, laws, ordinances, rules and regulations, shall not adversely affect the structure or the structural integrity of the Building or any systems, components or elements of the Buildings Building or Project, shall demonstrate that the Propertyexterior appearance of the Building will not be affected by such Alterations, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the PropertyProject, shall not interfere with any other tenant's normal and customary business office operations and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionnot affect the aesthetics of the exterior of the Building (individually and collectively, the "DESIGN CRITERIA"). (b) Tenant shall obtain all required permits for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829. 1. In addition, Tenant shall obtain hot-work permits from the NASA Safety, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame workAlterations. Tenant shall engage responsible licensed contractor(s) licensed in the State of California and subcontractor(s) to perform all work. Tenant and its contractors The contractor(s) shall carry such liability and builder’s risk insurance as Landlord may reasonably require with respect be subject to the workLandlord's consent, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the workshall not be withheld unreasonably. Tenant shall perform all work in accordance with the plans and specifications approved by Landlord, in a good and workmanlike manner, in full compliance with all Applicable Lawsapplicable laws, codes, ordinances, rules and regulations, and free and clear of any mechanics’ liens' liens and in full compliance with the construction rules and regulations adopted by Landlord from time to time. Tenant shall pay for all work (including the cost of all Utilitiesutilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions and improvementsAlterations. Tenant shall pay to Landlord all direct costs costs, and shall reimburse Landlord for all expenses expenses, incurred by Landlord in connection with the review, approval and supervision monitoring of any alterations, additions or improvements alterations made by Tenant. In addition, Tenant shall pay Landlord a construction management fee of four (4%) percent of the hard cost of the Alterations, additions and/or improvements, such fee to be paid in installments as the work progresses. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of design of any work, construction of any work, or delay in completion of any work. All work of the Alterations, regardless of whether ▇▇▇▇▇▇▇▇'s consent is required, shall be scheduled through and be subject to the reasonable monitoring by Landlord and shall be performed in accordance with any reasonable conditions or regulations imposed by Landlord. All work of Alterations shall be in compliance with the Union Requirement described in SECTION 13 of the Work Letter Agreement. (c) Tenant shall give written notice to Landlord of the date on which construction the work of any work Alterations will be commenced at least five ten (510) business days prior to such date. Tenant shall keep the Premises and the Property Project free from mechanics’', materialmen’s 's and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property Project from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Property Project from such liens, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of Tenant. (d) In connection with any work performed by ▇▇▇▇▇▇ in accordance with this SECTION 7.1, upon completion of any such work, at Landlord's request, ▇▇▇▇▇▇ agrees to prepare and Landlord shall execute if factually correct, and Tenant shall cause a Notice of Completion to be recorded in the County Recorder's Office in accordance with SECTION 3093 of the Civil Code of the State of California or any successor statute. On completion of the work, Tenant shall deliver to Landlord both a hard copy and if available, copy on CAD Diskette of the "as built" plan and specifications (including working drawings) for all Alterations. Promptly following the completion of any Alterations, Tenant shall deliver to Landlord a copy of any signed-off permits, inspection cards or other documentation, if any is required and available given the nature of the Alteration, evidencing governmental approval of completion of the work. No monitoring or supervision by Landlord of Alterations shall constitute Landlord's approval of the work so performed.

No Alterations by Tenant. Tenant shall not make any alterations, additions additions, deletions or improvements in or to the Premises or any part thereofthereof (collectively, or attach “Alterations”), including attaching any trade fixtures or equipment thereto, without Landlord’s prior written consent, which shall not to be unreasonably withheld withheld. However, Tenant may make Alterations (other than those involving the removal or delayeddeletion of existing improvements) which comply with the Design Criteria (as defined below) and without Landlord’s consent if the total cost of such Alterations is Fifty Thousand Dollars ($50,000.00) or less and such Alterations do not affect building systems, the structure or roof of the Premises or the exterior aesthetics of the Premises, provided that Tenant shall notify Landlord prior to the commencement of construction of any such Alteration pursuant to Section 7.1(c) below. All alterations, additions and improvements Alterations in or to the Premises for which Landlord’s consent is required (except improvements made by Landlord pursuant to which Landlord consents Exhibit B, if any) shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s written approval, complete plans and specifications for all work Alterations to be done by ▇▇▇▇▇▇Tenant. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s), shall comply with all Applicable Lawsapplicable codes, laws, ordinances, rules and regulations, shall not adversely affect the structure or the structural integrity of the Premises or any systems, components or elements of the Buildings or Premises, shall demonstrate that the Propertyexterior appearance of the Premises will not be affected by such Alterations, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the PropertyPremises, and shall not adversely affect the aesthetics of the exterior of the Premises (individually and collectively, the “Design Criteria”). If Landlord fails to approve the proposed Alternation within ten (10) days after such submission, Landlord shall be otherwise satisfactory deemed to Landlord in Landlord’s reasonable discretionhave disapproved the proposed Alteration. (b) Tenant shall obtain all required permits for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829. 1. In addition, Tenant shall obtain hot-work permits from the NASA Safety, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame workAlterations. Tenant shall engage responsible licensed contractor(s) licensed in the State of California and subcontractor(s) to perform all work. Tenant and its contractors The contractor(s) shall carry such liability and builderbe subject to Landlord’s risk insurance as Landlord may reasonably require with respect to the workconsent, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant shall not be unreasonably withheld, conditioned or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the workdelayed. Tenant shall perform all work in accordance with the plans and specifications reasonably approved by Landlord, in a good and workmanlike manner, in full compliance with all Applicable Lawsapplicable laws, codes, ordinances, rules and regulations, and free and clear of any mechanics’ liens. Tenant shall pay for all work (including the cost of all Utilitiesutilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions and improvementsAlterations. Tenant shall pay to Landlord all direct out-of-pocket costs and shall reimburse Landlord for all expenses reasonably incurred by Landlord in connection with the review, approval and supervision of any alterations, additions or improvements Alterations made by Tenant. Under no circumstances shall Landlord be liable Tenant requiring Landlord’s consent, such amount not to Tenant for any damage, loss, cost or expense incurred by Tenant on account of design of any work, construction of any work, or delay in completion of any workexceed One Thousand Dollars ($1,000. (c) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least five (5) days prior to such date. Tenant shall keep the Premises and the Property free from mechanics’, materialmen’s and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Property from such liens, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of Tenant.

No Alterations by Tenant. Tenant shall not make any alterations, additions additions, deletions or improvements in or to the Premises or any part thereofthereof (collectively, or attach "ALTERATIONS"), including attaching any trade fixtures or equipment thereto, without Landlord’s ▇▇▇▇▇▇▇▇'s prior written consent which shall not be unreasonably withheld. However, Tenant may make Alterations (other than those involving the removal or deletion of improvements) which comply with the Design Criteria and without Landlord's consent if the total cost of each Alteration does not exceed twenty five thousand dollars ($25,000.00). Without Landlord's consent, not to be unreasonably withheld in no event shall the total cost of Alterations in any calendar year exceed one hundred thousand dollars ($100,000.00) or delayedaffect Building systems, the structure or roof of the Building or the exterior aesthetics of the Building. All alterations, additions and improvements Alterations in or to the Premises for which Landlord's consent is required (except improvements made by Landlord pursuant to which Landlord consents EXHIBIT B, if any) shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s 's written approval, complete plans and specifications for all work Alterations to be done by ▇▇▇▇▇▇Tenant. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s), shall comply with all Applicable Lawsapplicable codes, laws, ordinances, rules and regulations, shall not adversely affect the structure or the structural integrity of the Building or any systems, components or elements of the Buildings Building or Project, shall demonstrate that the Propertyexterior appearance of the Building will not be affected by such Alterations, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the PropertyProject, shall not interfere with any other tenant's normal and customary business office operations and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionnot affect the aesthetics of the exterior of the Building (individually and collectively, the "DESIGN CRITERIA"). (b) Tenant shall obtain all required permits for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829. 1. In addition, Tenant shall obtain hot-work permits from the NASA Safety, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame workAlterations. Tenant shall engage responsible licensed contractor(s) licensed in the State of California and subcontractor(s) to perform all work. Tenant and its contractors The contractor(s) shall carry such liability and builder’s risk insurance as Landlord may reasonably require with respect be subject to the workLandlord's consent, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the workshall not be withheld unreasonably. Tenant shall perform all work in accordance with the plans and specifications approved by Landlord, in a good and workmanlike manner, in full compliance with all Applicable Lawsapplicable laws, codes, ordinances, rules and regulations, and free and clear of any mechanics’ liens' liens and in full compliance with the construction rules and regulations adopted by Landlord from time to time. Tenant shall pay for all work (including the cost of all Utilitiesutilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions and improvementsAlterations. Tenant shall pay to Landlord all direct costs costs, and shall reimburse Landlord for all expenses expenses, incurred by Landlord in connection with the review, approval and supervision monitoring of any alterations, additions or improvements alterations made by Tenant. In addition, Tenant shall pay Landlord a construction management fee of four (4%) percent of the hard cost of the Alterations, additions and/or improvements, such fee to be paid in installments as the work progresses. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of design of any work, construction of any work, or delay in completion of any work. All work of the Alterations, regardless of whether ▇▇▇▇▇▇▇▇'s consent is required, shall be scheduled through and be subject to the reasonable monitoring by Landlord and shall be performed in accordance with any reasonable conditions or regulations imposed by Landlord. All work of Alterations shall be in compliance with the Union Requirement described in SECTION 13 of the Work Letter Agreement. (c) Tenant shall give written notice to Landlord of the date on which construction the work of any work Alterations will be commenced at least five ten (510) business days prior to such date. Tenant shall keep the Premises and the Property Project free from mechanics’', materialmen’s 's and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property Project from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Property Project from such liens, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of Tenant. (d) In connection with any work performed by ▇▇▇▇▇▇ in accordance with this SECTION 7.1, upon completion of any such work, at Landlord's request, ▇▇▇▇▇▇ agrees to prepare and Landlord shall execute if factually correct, and Tenant shall cause a Notice of Completion to be recorded in the County Recorder's Office in accordance with SECTION 3093 of the Civil Code of the State of California or any successor statute. On completion of the work, ▇▇▇▇▇▇ shall deliver to Landlord both a hard copy and if available, copy on CAD Diskette, of the "as built" plan and specifications (including working drawings) for all Alterations. Promptly following the completion of any Alterations, Tenant shall deliver to Landlord a copy of any signed-off permits, inspection cards or other documentation, if any is required and available given the nature of the Alteration, evidencing governmental approval of completion of the work. No monitoring or supervision by Landlord of Alteration shall constitute Landlord's approval of the work so performed.

No Alterations by Tenant. Tenant shall not make any alterations, additions or improvements in or to the Premises or any part thereof, or attach any fixtures or equipment thereto, without Landlord’s 's prior written consent, which consent shall not to be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the preceding sentence, Tenant may make alterations, additions or improvements costing less than Five Thousand and 00/100 Dollars ($5,000.00) in the aggregate, without Landlord's consent, provided such alterations, additions or improvements will not materially adversely affect the structural, exterior or roof elements of the Premises or the mechanical, electrical plumbing or life safety systems of the Premises, but Tenant shall give prior written notice of any such alterations, additions or improvements to Landlord. All alterations, additions and improvements (except improvements made pursuant to Exhibit "B", if any) in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s 's written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇Tenant. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s), shall comply with all Applicable Lawsapplicable codes, laws, ordinances, rules and regulations, shall not materially adversely affect any systems, components or elements of the Buildings or the PropertyPremises, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the PropertyPremises, and shall be otherwise satisfactory to Landlord in Landlord’s 's reasonable discretion. Tenant shall pay all costs, including the fees and expenses of the architect(s) and engineer(s), in preparing such plans and specifications. (b) Landlord shall notify Tenant within five (5) days of Landlord's receipt of Tenant's request in writing whether Landlord approves, or disapproves, such plans and specifications, Landlord shall obtain all required permits describe in writing the reasons for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829disapproval. Tenant may submit to Landlord revised plans and specifications for Landlord's prior written approval. 1(c) All subsequent changes in the plans and specifications approved by Landlord shall be subject to Landlord's prior written approval. In additionIf Tenant wishes to make any such changes in such approved plans and specifications, Tenant shall obtain hot-work permits from have such architect(s) and engineer(s) prepare plans and specifications for such change and submit them to Landlord for Landlord's written approval. Landlord shall notify Tenant in writing within five (5) days of Landlord's receipt of the NASA Safetyrevised plans and specifications whether Landlord approves, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any weldingor disapproves, cuttingsuch changes and, torching or similar open flame workif Landlord disapproves such change, Landlord shall describe in writing the reasons for disapproval. Tenant may submit to Landlord revised plans and specifications for such change for Landlord's written approval. After Landlord's written approval of such change, such change shall engage responsible contractor(s) licensed in the State become part of California to perform all work. Tenant and its contractors shall carry such liability and builder’s risk insurance as Landlord may reasonably require with respect to the work, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the work. Tenant shall perform all work in accordance with the plans and specifications approved by Landlord, in a good . (d) Tenant shall obtain and workmanlike manner, in full compliance comply with all Applicable Laws, building permits and free other governmental permits and clear of any mechanics’ liens. Tenant shall pay for all work (including the cost of all Utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) approvals required to make the alterations, additions and improvements. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses incurred by Landlord in connection with the reviewwork. Tenant shall, approval through Tenant's contractor, perform the work substantially in accordance with (i) the plans and supervision of any alterationsspecifications approved in writing by Landlord, additions or improvements made (ii) the permits obtained by Tenant, and (iii) all applicable codes, laws, ordinances, rules and regulations. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of any plans and specifications, contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work, except to the extent that the same results from a breach by Landlord of its obligations under this Lease or from Landlord's gross negligence or willful misconduct. (ce) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least five ten (510) days prior to such date. Tenant shall keep the Premises and the Property free from mechanics’', materialmen’s 's and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. ; provided however, that the Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ Tenant gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇Landlord, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, Landlord and the Premises and the Property from such liens. (f) Landlord shall, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense time Tenant requests Landlord's consent to any alterations, addition or improvement, inform Tenant in writing whether Landlord will require the removal of Tenantthe alteration, addition or improvement in question at the expiration or earlier termination of this Lease. If Landlord's consent is not required, Landlord shall have the right to provide to Tenant a written statement as to whether Landlord will require the removal of the alteration, addition or improvement in question at the expiration or earlier termination of this Lease.

No Alterations by Tenant. Tenant shall not make any alterations, additions or improvements in or to the Premises or any part thereof, or attach any fixtures or equipment thereto, without Landlord’s 's prior written consent. Notwithstanding the preceding sentence, Tenant may make such alterations, additions or improvements without Landlord's consent only if the total cost of such alterations, additions or improvements is ten thousand dollars ($10,000) or less and such alterations, additions or improvements will not affect in any way the structural, exterior or roof elements of the Property or the mechanical, electrical, plumbing or life safety systems of the Property, but Tenant shall give prior written notice of any such alterations, additions or improvements to be unreasonably withheld or delayedLandlord. All alterations, additions and improvements (except improvements made by Landlord pursuant to Exhibit B. if any, in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s 's written approval, which shall not be unreasonably withheld or delayed, complete plans and specifications for all work to be done by ▇▇▇▇▇▇Tenant. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s), shall comply with all Applicable Lawsapplicable codes, laws, ordinances, rules and regulations, shall not adversely affect any systems, components or elements of the Buildings or the Property, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the Property, and shall be otherwise satisfactory to Landlord in Landlord’s 's reasonable discretion. (b) Tenant shall obtain all required permits for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829. 1. In addition, Tenant shall obtain hot-work permits from the NASA Safety, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame work. Tenant shall engage responsible licensed contractor(s) licensed in the State of California to perform all work. Tenant and its contractors shall carry such liability and builder’s risk insurance as Landlord may reasonably require with respect to the work, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the work. Tenant shall perform all work in accordance with the plans and specifications approved by Landlord, which shall not be unreasonably withheld or delayed, in a good and workmanlike manner, in full compliance with all Applicable Lawsapplicable laws, codes, ordinances, rules and regulations, and free and clear of any mechanics’ ' liens. Tenant shall pay for all work (including the cost of all Utilitiesutilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions and improvements. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses incurred by Landlord in connection with the review, approval and supervision of any alterations, additions or improvements made by Tenant. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of design of any work, construction of any work, or delay in completion of any work. (c) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least five (5) days prior to such date. Tenant shall keep the Premises and the Property free from mechanics’', materialmen’s material men's and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ Tenant gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇Landlord, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Property from such liens, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of Tenant.

No Alterations by Tenant. Tenant shall not make any alterations, ------------------------ additions or improvements in or to the Premises or any part thereofthereof (collectively, or attach "Alterations"), including attaching any fixtures or equipment thereto, without Landlord’s 's prior written consentconsent which shall not be withheld unreasonably. However, Tenant may make Alterations without Landlord's consent if the total cost of such Alterations in any calendar year is fifty thousand dollars ($50,000) or less and such Alterations do not to be unreasonably withheld affect Building systems, the structure or delayedroof of the Building or the exterior aesthetics of the Building. Tenant shall give Landlord at least ten (10) days prior written notice before commencing any such Alterations. All alterationsAlterations (except improvements made by Landlord pursuant to Exhibit B, additions and improvements if any) in or to the --------- Premises to which Landlord consents shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s 's written approvalapproval if it is required, complete plans and specifications for all work Alterations to be done by ▇▇▇▇▇▇Tenant. If it is usual and customary for similarly situated tenants to prepare less than complete plans and specifications before commencing comparable work, then Tenant may deliver to Landlord what is usual and customary. Such plans and specifications shall be prepared by responsible licensed architect(s) interior designers and engineer(s), shall comply with all Applicable Lawsapplicable codes, laws, ordinances, rules and regulations, shall not adversely affect any systems, components or elements demonstrate that the exterior appearance of the Buildings or the PropertyBuilding will not be affected by such Alterations, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the PropertyProject, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionnot propose Alterations which will adversely affect the structure or the structural integrity of the Building or any systems, components or elements of the Building or Project, unreasonably interfere with any other tenant's normal and customary business office operations, or affect the aesthetics of the exterior of the Building (individually and collectively, the "Design Criteria"). (b) Tenant shall obtain all required permits for the work from the ▇▇▇▇ Construction Permit Office, in accordance with ▇▇▇▇ Policy Directive 8829. 1. In addition, Tenant shall obtain hot-work permits from the NASA Safety, Health and Medical Services Division during normal business hours at least twenty – four (24) hours prior to performing any welding, cutting, torching or similar open flame workAlterations. Tenant shall engage responsible licensed contractor(s) licensed in the State of California and subcontractor(s) to perform all work. Tenant and its contractors The contractor(s) shall carry such liability and builder’s risk insurance as Landlord may reasonably require with respect be subject to the workLandlord's consent, which BE 543 154 EUL Final 120511 SAA2 – 402658 3. Landlord reserves the right to cause Tenant or its contractors to procure and maintain payment, performance and/or completion bonds with respect to the workshall not be withheld unreasonably. Tenant shall perform all work in accordance with the plans and specifications approved by Landlord, in a good and workmanlike manner, in full compliance with all Applicable Lawsapplicable laws, codes, ordinances, rules and regulations, and free and clear of any mechanics’ liens' liens and in full compliance with the construction rules and regulations included as part of the Tenant Improvement Manual identified in Section 4.1 of the Work Letter ----------- Agreement. Tenant shall pay for all work (including the cost of all Utilitiesutilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterationsAlterations. In addition, additions and improvements. Tenant shall pay to Landlord all direct costs and shall reimburse Landlord for all expenses incurred by Landlord in connection with a construction management fee of three (3%) percent of the review, approval and supervision total cost of any alterationsthe Alterations, additions or improvements made by Tenantand/or improvements, such fee to be paid in installments as the work progresses. Under no circumstances shall Landlord be liable to Tenant for any damage, loss, cost or expense incurred by Tenant on account of design of any work, construction of any work, or delay in completion of any work.. All work of the Alterations, regardless of whether Landlord's consent is required, shall be scheduled through and be subject to the reasonable supervision of Landlord and shall be performed in accordance with any reasonable conditions or regulations imposed by Landlord. In this regard, Landlord's construction manager shall safeguard the interests of Tenant as well as represent Landlord. All work of Alterations shall be in compliance with the Union Requirement described in Section 13 of the Work Letter Agreement. ----------- (c) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least five ten (510) business days prior to such date. Tenant shall keep the Premises and the Property Project free from mechanics’', materialmen’s 's and all other liens arising out of any work performed, labor supplied, materials furnished or other obligations incurred by Tenant. Tenant shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided ▇▇▇▇▇▇ Tenant gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by ▇▇▇▇▇▇▇▇Landlord, furnishes such bond as may be required by law or such security as Landlord may require to protect the Premises and the Property Project from such lien. Landlord shall have the right to post and keep posted on the Premises any notices that may be provided by law or which Landlord may deem to be proper for the protection of Landlord, the Premises and the Property Project from such liens, and to take any other action Landlord deems necessary to remove or discharge liens or encumbrances at the expense of Tenant. (d) In connection with any work performed by Tenant in accordance with this Section 7.1, upon completion of any such work, at Landlord's request, ----------- Tenant agrees to prepare and Landlord shall execute if factually correct, and Tenant shall cause a Notice of Completion to be recorded in the County Recorder's Office in accordance with Section 3093 of the Civil Code of the State ------------ of California or any successor statute. On completion of the work, Tenant shall deliver to Landlord both a hard copy and copy on CAD Diskette of the "as built" plan and specifications (including working drawings) for all Alterations. Promptly following the completion of any Alterations, Tenant shall deliver to Landlord a copy of any signed-off permits, inspection cards or other documentation, if any is required and available given the nature of the Alteration, evidencing governmental approval of completion of the work. Any supervision by Landlord of Alteration shall in no event constitute Landlord's approval of the work so performed.