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time. All direct and indirect costs re In tins to ally modilhCal Intel, alterations or Improvements of the Project or the Building, wile bar outside or Inside
<br />OF tile Prenlises, required by any governmental agency or by Low as a condl for, or as the result of any AIIntel !on requested or eRecled by Tenant
<br />shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or Improvements (At Tenant's
<br />sole cast and expense) or require such performance directly by Tenant,
<br />10.3 Performnnee of Alterations Work. All work relating to all Alterations (other than the inkinl Tenant Improvements, which will
<br />be perfonmed by Landlord in accordance with the Work Letter) shell be performed by Tenant at Tenant's sole cost and expense and shall be
<br />Prosecuted to completion In a diligent, rant class manner (and so as not to Interfere with any other tenants or occupants of the project), and in
<br />compliance will, any plans slid specifications therefor that are approved by Landlord, any and all conditions Imposed by Landlord thereon, all
<br />applicable Laws, and the requirements of all carriers of insurance on file Premises, Building and Project, the Board of Underwriters, Fire Rating
<br />Bureau, or similar organization, Tenant shall not use any portion or the Common Areas in connection with the making or any Alto'ntions, and
<br />Tenant shall hot modify Or niter any improvements or components of the Building or the Project outside ordhe Promises. Upon completion of any
<br />Alterations (other than Pennitted Alterations), Tenant shall del(verto the Building management office, within thirty (30) days following completion
<br />of the Alterations, a reproducible copy orthe "as built" drawings of the Alterations together with a CAD file of the "as half" documents of the
<br />Alterations (current verslon ofAutoCnd),
<br />I OA No Lica , Tenant shall pay when doe all costs for work performed and materials supplied to the Premises, Tenant shall keep
<br />Landlord, the Premises, the Project and Tenant's leasehold Interest free from all Encumbrances, Including, without limitation, any of the same
<br />relating to the Alterations or any other work perforated (br, materials furnished to or obligations Incurred by Tenant, And Tenant shall indemnify,
<br />defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or refuted to any Encumbrances,
<br />Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such
<br />lien, step notice, claim or encumbrance has been filed, Tenant shall give Landlord not less than five (5) business days' prior written notice before
<br />Commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of not -responsibility.
<br />10.5 Removal And Rostm•nlion. All Alterations (and the Tenant Improvements) shall become a pan of the Premises and shall
<br />become the property of Landlord upon ilia expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may
<br />require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed lit the Building as of the
<br />Effective Date), in which event, prior to the date of expiration or termination of lids Lease, Tenant shall remove the Leaschold Improvements
<br />designated by Landlord to be so removed, and shall restore, patch and repair any moulting damage to file Premises, Building and Project, all at
<br />Tenant's sole expense. All Tenant's Personal Property owned or installed by Tenant or any other Tenant Party In the Premises shall be and rcmoin
<br />the property of Tenant (or the applicable Tenant Party), and upon ale expiration or earlier termination of this Lease, Tenant shall, at Its sole expense,
<br />remove all such items and repair any damage to ilia Premises or the Project caused by such removal. If Tenant fails to remove any such items or
<br />repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have
<br />abandoned the same, in which ease Landlord may stare the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon deco And),
<br />or eppmprimal the same for itself, and/or sell the some In its discretion, with no liability to Tenant (or the applicable Tenant Party).
<br />A RTICLC II - TRANSFERS
<br />fill Restrictlom Permitted Subleases,
<br />11.1.1 Restriction. Except as provided in Sectlon 1 L 1.2 below, Tenant shall not, either involuntarily or voluntarily or by
<br />operation of law or otherwise, make or permit any Transfer without the prior written coastal of Landlord in accordance with Section ILA 4 below.
<br />Any Transfer In, violation of the provisions of this Article I I shall be null slid void. Notwithstanding anything contained In this Article 1 I to the
<br />contrary, Tenant expressly covenmhis and agrees not to enter Into any lease, sublease, license, concession or other Agreement for use, occupancy or
<br />utilization or tile Promises which provides for rental or other payment for such use, occupancy or utilization based in whole at, in pan on file net
<br />income or profits derived by any person from ale property leased, used, occupier( or utilized, and that only such purported lease, suhleuse, license,
<br />concession or other agreement shall be absolutely void.
<br />11.1.2 Rermftted Subleases, Notwithstanding the foregoing, Tenant may, upon no less Chun ten (10) business days' prior,
<br />written notice, but without the need to obtain the consent of Landlord, sublease space within the premises to any Approved Guvermnenml Entities.
<br />Landlord shall cooperate with Tenant's Muria to consummate Ali), such subleases to Any such Approved Governmental Entitles, including, without
<br />limitation, In connection with tiny proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to
<br />enmply with the State Requirements specified in -r f " " nlLached hereto, Any sublease permitted without the consent of Landlord under this
<br />Section 11 12 (a "Permitted Sublease") shall not be subject to any the requirements. restriction or lhodunions set forth in Section 11 2, Scotian I
<br />Section 11 A. seci on „), or section 11.6 below '
<br />112 Notice to Landlord. If Tenant desires to make a Transfer (other then a Permitted Sublease), then Tenant shall submit to
<br />Landlord; (a) a Proposed Trausfi;r Notice lit IeaAt twenty 120) business days (slid not more [ban and hundred eighty (190) days) prior to ilia effective
<br />date or the pmposed Transfer, and (b) tbur (4) originals orthe proposed assignment or sublease or other Transfer document on a Rom Approved by
<br />Lnndlerd And fuur(4) originals of Ilia I,mhdlord's Consent to Sublease or Assignment and Assumption or Lease and Consent executed by Tennnl and
<br />the proposed Transferee. If Tenenl modifies any of the material terms slid conditions relevant to a proposed Transfer specified it, file 'Transfer
<br />Notice, Tarnint shall resubmit such Trans2•r Notice to Landlord Ibr Its consent, Following delivery ora Translbr Notice, Tenant shall ndditiunalhv
<br />provide such other information or malerids with respect to the proposed Transfer and/or Transferee AS l.midlord may reasonably request. includillg.
<br />without lholtudell. credit reports, business Firms, operutinghislory, bank And character references,
<br />11.3 Landlord's Raalntnre' Mainv, At Any time within twenty (20) business days after Lnndlod's receipt oral) ol'the inibrnatnn
<br />,rod doctmems described in f ee i n I.2 Landlord may, at its option, in its sole and absolute discretion, by written notice to Tenant. elect it,: (a) in
<br />file case or n proposed sublease, sublease the Premises or the portion thereorpropused to be sublet by Tenant upon [he same terms as tins, offered to
<br />the proposed subtenant; (b) in the case of A proposed AssignmsltL, take an assignment or thin Lease upon the snnhc terms as (hose olTered to the
<br />Bill 11'C'Ivic Corer Or - Clip pfSnum.hra Lease -I n-
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