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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
<br />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
<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 cost and expense) or require such performance directly by Tenant.
<br />10.3 Performance or Alterations Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will
<br />he 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 manger (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 at' Underwriters. Fire Rating
<br />Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and
<br />Tenant shall not modify or alter any improvements or components of the Building or the Project outside of the Premises. Upon completion orally
<br />Alterations (other than Permitted Alterations), Tenant shall deliver to tine Building management office, within thirty (30) days following completion
<br />of the Alterations, a reproducible copy of the "as built' drawings of the Alterations together with a CAD file of the "as built'" documents or the
<br />Alterations (current version of Autocad).
<br />10.4 No Liens. Tenant shall pay when due 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 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 offer Landlord notifies Tenant in writing that any such
<br />lien, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less [hall 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 non -responsibility.
<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 that existed in the Building as of the
<br />Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements
<br />designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the 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 remain
<br />the property of Tenant (or the applicable Tenant Party), and upon the expiration or earliertermination of this Lease, Tenant shall, at its sole expense,
<br />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
<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 case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost [hereof upon demand),
<br />or appropriatc the same for itself, and/or sell tine same in its discretion, with no liability to Tenant (or the applicable Tenant ]'ally),
<br />ARTICLEII- TRANSFERS
<br />Restriction; Permitted Subleases
<br />11.1.1 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 11 shall be and and void. Notwithstanding anything contained in this Article 11 to the
<br />contrary, Tenant expressly covenants and agrees no[ 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 on the net
<br />income or profits derived by any person firm [he property leased, used, occupied or utilized, and that any such purported lease, sublease, license,
<br />concession at other agreement shall be absolutely void.
<br />11.1.2 Permitted Subleases. Notwithstanding the foregoing, 'fenant may, upon no less than 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 I - uil.ies.
<br />Landlord shall cooperate will 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 ander this
<br />Section 11.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 1 12_ Section 1 1.3,
<br />Section I LA. Section 11.5, or Section 11.6 below
<br />11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to
<br />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
<br />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
<br />Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and
<br />[fie proposed Transferee. If Tenant modifics any of the material tetras and conditions relevant to a proposed Transfer specitled in the Transfer
<br />Notice. Tenant shall rrsubmil such 'transfer Notice to Landlord for its consent. Following delivery of a Transfer Notice.. fenant shall udditionalk
<br />Provide such other intbrmation or materials with respect to [he proposed Transfer and/or Tmnsferee as Landlord may reasonably request. including.
<br />without limitation. credit reports, business plans, operating history, bank and character references.
<br />11.3 Landlord's Recapture Rights. At any time mdun twenp(20) business days after Landlord's receipt of all ofthe inlbmm[ion
<br />and documents described in Section 1 1.2. Landlord may, of ils option, in its sole and absolute discretion, by written notice to fenant- elect to: (a) in
<br />doe case of proposed sublease, suhlease the Premises or the portion thereof proposed to be sublet by Tenant upon the same Leans as those offered to
<br />the proposed subtenant; (b) in the case of a proposed ass ell ment, take an assignnnent of this Lease upon the same terms as those alleIed to the
<br />801 of`Civic Center Dr— Cip: ofSanw,t..a Lease
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