Future Alterations. Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building, without the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to Structural Alterations and those Alterations which are not Structural Alterations which adversely affect the architectural character of the Building (including, without limitation, any Alteration which is directly adjacent to any exterior window), and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. Any Alterations made by Tenant shall be made: # in a good, workmanlike, first-class and reasonably prompt manner; # using new or comparable materials only (it being agreed that reclaimed or recycled products of a first class nature shall be permitted by the foregoing); # by a contractor reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed), # on days and at times reasonably approved in writing by Landlord; # for Alterations requiring a building permit which are customarily overseen by an architect, under the supervision of an architect designated by Tenant and reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed); # in substantial accordance with plans and specifications reasonably acceptable to Landlord, which plans and specifications shall be approved in writing by Landlord at Landlord’s standard charge (and with such acceptance by Landlord not to be unreasonably conditioned or delayed); # in accordance with all Laws and in compliance with the Master Deed, the Declaration of Trust and the Building rules and regulations described in Article XVI hereof and Landlord’s standard and reasonable operating procedures as adopted by Landlord from time to time by written notice to Tenant; # after having obtained any required consent of the holder of any Mortgage of whom Tenant has notice (which Landlord agrees to use commercially reasonable efforts to obtain where it has approved the Alterations in question); # after obtaining public liability, worker’s compensation and builder’s risk insurance policies (or the equivalent thereof) reasonably approved in writing by Landlord; # after having entered into a written agreement with any contractor, sub-contractor or sub-subcontractor whereby such entity shall be required to # indemnify and hold Landlord harmless from and against all Claims claimed against Landlord by any third party, directly or indirectly, based on, arising out of, or resulting from any negligence or willful misconduct by such contractor, sub-contractor or sub-subcontractor with respect to such entity’s work, and # obtain and maintain insurance as set forth in [Exhibit H] to this Lease, which policies shall cover every person who will perform any work with respect to such Alteration under or through such entity; and # with the obligation for Tenant to obtain and deliver to Landlord written, unconditional full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises, the Commercial/Garage Unit and the Building within ten (10) business days after the applicable portion of the Alterations are completed; and # obtain such payment, performance lien bonds as Landlord shall reasonably require taking into consideration the financial condition of Tenant, except Landlord agrees that the originally named Tenant under this Lease and any Permitted Transferee or Affiliate of such originally named Tenant to which this Lease has been assigned will not be required to obtain any payment, performance or lien bonds or other security for the performance of Alterations to the Premises. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within fourteen (14) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond that complies with all applicable Laws. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility in respect thereof except as otherwise expressly set forth in this Lease. 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. Certain 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 other areas outside 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 and such contractor is able to perform the applicable work within a reasonable time). In connection with any Alteration, if Tenant does not contract with Landlord to make such Alteration, the supervision fee shall be one quarter of one percent (0.25%) of the total hard cost, other than furniture, fixtures and equipment. Except with respect to Cosmetic Alterations and other Alterations not requiring a building permit, promptly after the completion of such an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD files showing such Alteration in place. Notwithstanding anything contained in this Lease to the contrary, the performance of any Alterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building.

Landlord’s consent (or waiver of its rights) for any Transfer shall not waive Landlord’s right to consent or refuse consent to any later Transfer;

Landlord’s consent to any such Transfer shall be effected on Landlord’s commercially reasonable forms;

If Landlord is in default under this Lease and, as a consequence, Tenant recovers a monetary judgment against Landlord, the judgment shall be satisfied only out of # the proceeds of sale received on execution of the judgment and levy against the right, title and interest of Landlord in the Building and the Project, # rent or other income from such real property receivable by Landlord or # the consideration received by Landlord from the sale, financing, refinancing or other disposition of all or any part of Landlord’s right, title or interest in the Building or the Project.

Tenant shall, at Tenant’s sole cost and expense, provide odor eliminators and other devices (such as filters, air cleaners, scrubbers and whatever other equipment may in Landlord’s judgment be necessary or appropriate from time to time) to completely remove, eliminate and abate any odors, fumes or other substances in Tenant’s exhaust stream that, in Landlord’s judgment, emanate from Tenant’s Premises. Any work Tenant performs under this Section shall constitute Alterations.

Notwithstanding anything to the contrary contained in Section 17.1 above, Tenant may make strictly cosmetic changes to the Premises that do not require any permits or more than three (3) total contractors and subcontractors (“Cosmetic Alterations”) without Landlord’s consent; provided that # the cost of any Cosmetic Alterations does not exceed Fifty Thousand Dollars ($50,000) in any one instance or One Hundred Thousand Dollars ($100,000) annually, # such Cosmetic Alterations are not reasonably expected to have any material adverse effect on the Project and do not # require any structural or other substantial modifications to the Premises, # require any changes to or adversely affect the Building systems, # affect any portion of the Building or Project that is exterior to the Premises or # trigger any requirement under Applicable Laws that would require Landlord to make any alteration or improvement to the Premises, the Building or the Project.

Alterations and Surrender. Subtenant will have the right to make non-structural modifications and alterations to the interior of the Sublet Portion with the prior written consent of Sublandlord, which shall not be unreasonably withheld. Sublandlord will inform Subtenant if an alteration must be removed at the Sublease expiration at the time consent for such alteration is granted. Subtenant shall at the end of the Term of this Sublease, surrender to Sublandlord the Sublet Portion and all alterations, additions, fixtures and improvements therein or thereto in the same condition as when received, ordinary wear and tear and damage thereto by fire or other casualty excepted, and otherwise in accordance with the terms of the Master Lease.

Construction of Alterations. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all Applicable Laws and Paragraph 26 hereof. Tenant shall at Tenant’s sole expense, perform any additional work required under Applicable Laws due to the Alterations hereunder. All Alterations shall be made in accordance with the 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. Tenant shall cause any Alterations to be made in such a manner and at such times so that any such work shall not unreasonably disrupt or unreasonably interfere with the use or occupancy of other tenants or occupants of the Project.

Completion of Alterations. Promptly following completion of any Alterations (excluding Alterations that do not require a building permit), Tenant shall # furnish to Landlord “as built” plans therefor, and # cause a timely notice of completion to be recorded in the Office of the Recorder of the County of San Mateo in accordance with Civil Code Section 3093 or any successor statute. All trash which may accumulate in connection with Tenant’s construction activities shall be removed by Tenant or its contractor at reasonable intervals at no expense to Landlord from the Premises and the Building.

Landlord shall not be bound by any provision of any agreement pertaining to the Transfer, except for Landlord’s written consent to the same;