This Addendum is incorporated into and subject to Downtown Works’ Master Terms and Conditions. Capitalized terms not defined herein have the meanings given in the Master Terms.

Definitions

As used in this Addendum:

“Utility Installations” refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling (network and/or telephone), lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.

“Trade Fixtures” shall mean Member’s machinery and equipment that can be removed without doing material damage to the Premises.

“Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion.

“Member Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Member that are not yet owned by DW pursuant to the Ownership section below.

Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations

Member’s Obligations

Member shall not cause damage or changes to the Premises, Utility Installations (whether intended for Member’s exclusive use or not, no matter where located), and Alterations, including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Member, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices. Member’s obligations shall include restorations, replacements or renewals when necessary to keep any exclusive use improvements thereon or a part thereof in good order, condition and state of repair.

Consent

Member shall not make any Alterations or Utility Installations to the Premises without DW’s prior written consent. Member may make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) upon notice to DW, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems. Notwithstanding the foregoing, Member shall not make or permit any roof or ceiling penetrations and/or install anything on the roof or ceiling without the prior written approval of DW. DW may, as a precondition to granting such approval, require Member to utilize a contractor chosen and/or approved by DW. Any Alterations or Utility Installations that Member shall desire to make and which require the consent of the DW shall be presented to DW in written form with detailed plans. Consent shall be deemed conditioned upon Member’s: (i) acquiring all applicable governmental permits, (ii) furnishing DW with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Member shall promptly upon completion furnish DW with as-built plans and specifications.

Ownership; Removal; Surrender; and Restoration

Ownership

Subject to DW’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Member shall be the property of Member, but considered a part of the Premises. DW may, at any time, elect in writing to be the owner of all or any specified part of the Member Owned Alterations and Utility Installations. Unless otherwise instructed per the Removal section below, all Member Owned Alterations and Utility Installations shall, at the expiration or termination of this Agreement, become the property of DW and be surrendered by Member with the Premises.

Removal

By delivery of Member by written notice to DW of termination, at least 30 days prior to the end of the term of this Agreement, DW may require that any or all Member Owned Alterations or Utility Installations be removed by the expiration or termination of this Agreement. DW may require the removal at any time of all or any part of any Member Owned Alterations or Utility Installations made without the required consent.

Surrender; Restoration

Member shall surrender the Premises by the Agreement Expiration Date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Member shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Member owned Alterations and/or Utility Installations, furnishings, and equipment installed by or for Member. Member shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Member, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Member to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Member and shall be removed by Member. Any personal property of Member not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Member and may be disposed of or retained by DW as DW may desire.