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time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or die Building, whether outside or inside
<br />of the Premises, required by any governmental agency or by Low as a condition or as the result of any Alteration requested or effected by Tenant
<br />shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (al Tenant's
<br />sole cost and expense) or require such performance directly by Tenant,
<br />103 Perforninnee of Alterations Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will
<br />be performed by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shall be
<br />prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in
<br />compliance with any plans and 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 the Premises, Building and Project, the Board of Underwriters, Fire Rating
<br />Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with die making of any Alterations, and
<br />Tenant shall not modify or alter any improvements or components of the Building or file Project outside orthe Premises. Upon completion of any
<br />Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within tarty (30) days following completion
<br />of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD rile of the "as built' documents of the
<br />Alterations (current version ofAutoCad).
<br />10.4 Die Liens. Tenant shall pay when due all costs for work performed and materials supplied to file 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 file Alterations or any other work performed for, 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 related 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, stop 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 nim- esponsibility.
<br />10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall
<br />become the property of Landlord upon the 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 diet existed in the Building as of the
<br />Effective Date), in which event, prior to the date of expiration or temination of this Lease, Tenant shall remove the Leasehold Improvements
<br />designated by Landlord to be so removed, and shall restore, patch and repair may resulting damage to the Premises, Building and Project, all nt
<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 remain
<br />the property of Tenant (or the applicable Tenant Party), and upon die expiration or earlier termination of this Lease, Tenant shall, at its sole expense,
<br />remove all such items and repair any damage to the Promises or the Project caused by such removal. If Tenant falls 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 deenned to have
<br />abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereorupon demand),
<br />or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party). '
<br />ARTICLE II - TRANSFERS
<br />11.1 Restrictions Permitted Subleases.
<br />I L I.1 Restriction, Except as provided in Section 11.1 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 consent of Landlord in accordance with Section 11.4 below.
<br />Any Transfer in violation of the provisions of this Article I shall be null and void. Notwithstanding anything contained in this Article I I to the
<br />contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or
<br />utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or In part oh the net
<br />income or profits derived by any person from the property [eased, used, occupied or utilized, and that any such purported ]case, sublease, license,
<br />concession or other agreement shall be absolutely void.
<br />11.1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less then 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 Governmental Entities.
<br />Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, Including, without
<br />limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to
<br />comply with the State Requirements specified in Exhibit "L" attached hereto, Any sublease permitted without the consent of Landlord under this
<br />Section 11.1.2 (a "Permitted Sublease") shall noL be subject to any the requirements, restriction or limitations set forth in Section 11.2, Section 113,
<br />Section 11.4 Section 11,5 or Section 11.6 below
<br />11.2 nifice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tennnt shall submit to
<br />Landlord; (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (I80) days) prior to the effective
<br />date of the proposed Transfer, and (b) four (4) Originals of the proposed assignment or sublease or other Transfer document all u fin ii approved by
<br />Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption or Lease and Consent executed by Tenant and
<br />the proposed Trunsfsme. If Tenant modifies any of the nnsleritil terms and conditions relevant to a proposed Transfer specified in tine Transfer
<br />Notice, Tenant shall resubmit such Transfer Notice to Landlord I'or its consent. Following delivery of a Transfer Notice, Tenant shall additionally
<br />provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request. including.
<br />without limitation, credit reports, business pions, operating history, bank and character references.
<br />11.3 Landlord's Recanture Mill ts. At any time within twenty (20) business days after Landlord's receipt orall of the inforn iLion
<br />and documents described in Section 112 Landlord may, ul Its option, in its sole slid absolute discretion. by written notice to Tenant, elect le: (a) in
<br />the case orn proposed sublease, sublease [lie Premises or the potion thercorproposed to be sublet by Tenant upon the same terms as those offered to
<br />the proposed subtentin; (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those offered to the
<br />801 fl'Cieic Ceww-Dr—Gift ofSruna,Ua Lance -to-
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