25B - AGMT - CDA WORK CENTER OFFICE SPACE LEASE

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time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the Building, whether outside or inside of the Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant shall be bome by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (at Tenant's sole cost and expense) or require such performance directly by Tenant. 10.3 Performance of Alterations Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will 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 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 compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project. the Board of Underwriters, Fire Rating Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and Tenant shall not modify or alter any improvements or components of the Building or the Project outside of the Premises. Upon completion of any Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD file of the "as built" documents of the Alterations (current version of Autocad). 10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same relating to the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant, and Tenant shall indemnify, 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. Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non -responsibility. 10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed in the Building as of the Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the Premises, Building and Project, all at _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 the property of Tenant (or the applicable Tenant Party), and upon theexpiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly atter the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand), or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party). ARTICLE 11 -TRANSFERS H.[ Restriction; Permitted Subleases. 11.1.1 Restriction. Except as provided in Section It. 1.2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11.4 below. Any Transfer in violation of the provisions of this Article 11 shall be null and void. Notwithstanding anything contained in this Article I l to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void. 11.1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Govemmental Entities. Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including, without limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to comply with the State Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without the consent of Landlord under this Section 11. 1.2 (a `Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11.2, Section l L3. Section 11.4, Seetion I1.5, or Section 11.6 below 11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (180) days) prior to the effective date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on a form approved by Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and the proposed Transferee. If Tenant modifies any of the material terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. Following delivery of a Transfer Notice, Tenant shall additionally provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request, including, without limitation, credit reports, business plans, operating history, bank and character references. 11.3 Landlord's Recapture Rights. At any time within twenty (20) business days atter Landlord's receipt of all of the information and documents described in Section t 1.2, Landlord may, at its option, in its sole and absolute discretion, by written notice to Tenant, elect to: (a) in the case of proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those offered to the 801 W Ovic Center Dr—City of Sanra Ana Lease -lo- 25B-17