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indemnify, defend and hold ASC, the City of Santa Ana, and the State of California harmless from any loss, damage or injury to any person, equipment or property arising from the use of the Premises by Tenant or its invitees, or from Tenant's breach of this Sublease, including but not limited to Tenant's failure to keep the Premises in good condition and repair. 12. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time during the term of this Sublease; and if Tenant shall abandon, vacate or surrender the Premises or be dispossessed by process of law or otherwise, any personal property belonging to Tenant left on the Premises shall be deemed to be abandoned after thirty (30) days and shall disposed of by ASC at its discretion. 13. ENTRY AND INSPECTION. Tenant shall permit ASC, the City of Santa Ana, and their respective agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of making repairs, alterations or additional to any other portion of Grand Central. 14. DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises or the building, containing same during the Term which requires repairs to either the Premises or building, or (b) the Premises or building being declared unsafe or unfit for occupancy or occupation, which declaration requires repairs to either the Premises or building, ASC intends to repair or restore the building of the Premises or to cancel the Sublease. Damage to the Premises shall not terminate this Sublease unless ASC provides notice to Tenant of its intent not to rebuild or restore the Premises. In the event of damage to the Premises or a governmental declaration requiring repairs be made, Tenant shall be entitled to a proportional to the extent to which the ASC determines that the damage or repairs shall interfere with the business carried on by Tenant in the Premises. 15. FORCE MAIEURE. Neither Tenant nor ASC shall be liable for the failure to perform their respective obligations under this Sublease when such failure is caused by fire, explosion, water, acts of God or inevitable accident, civil disorder or disturbances, strikes, vandalism, war, riot, weather, governmental rules or regulations, or like causes beyond the control of each party, nor for real or personal property destroyed or damaged due to such causes. 16. ASSIGNMENT AND SUBLEASE. Tenant shall not sublease the Premises or any part thereof, without first obtaining the prior written consent of ASC and the City of Santa Ana. Any attempt to sublease the Premises or to assign the Sublease without the written consent of ASC shall be a breach of the Sublease and shall be null and void. 17. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Sublease by Tenant. A. The failure by Tenant to make any payment of Rent, as and when due, where such failure shall continue for a period of three (3) days after receipt by Tenant of written notice from ASC of such failure. 4 1 P a g e