EXHIBIT 1A
<br />time. Al l direct and indirect costs relating to oily modifi cations, alterations or improvements of the Project or the Build ing, whether autshde or Inside
<br />of the Premises, required by any governmental agency or by Lew as a condition or As the result of any Allerotion requested or eticcled by Tenant
<br />shall be borne by Tenant, and in connection therewith, Landlord may elect to perfann such modifications, alterations or Improvements (al Tenant's
<br />sole cost and expense) or require such performance directly by Teno t,
<br />10.3 Yerformnnec of AIte rn dons %Yet')S, All work relating to all Alterations (other (lion ilia inilinl Tenant Improvements, which will
<br />be perronned by Landlord in accordance with the Work Letter) shall he 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 otter tenants or occupants of the Project), and in
<br />compliance with oily plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, oil
<br />applicable Laws, and the requirements of all carriers of insurance on Ilia Premises, Building and Project, the Board of Underwriters, Fire Raling
<br />Bureau, or similar organization. Tenant shall not use Any portion of the Common Ames in connection with tie making of any Alterntions, and
<br />Tenant shall not modify o• alter oily improvements or componants of the Building ar the Project outside of the Premises. Upon completion of any
<br />Alterations (other than Pennitled Alterations), Tenant shall detiverlo the Building management office, within thirty (30) days fofloving completion
<br />of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD Fla of the "as built° documents of the
<br />Alterations (current version ofAutuCad).
<br />10A No Lila as. Tenant shall pay when due all costs for work perform ad and materials supplied to die Promises. 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 far, materials furnished to or obligations incurred by Tenant, and Tenant shell indemnify,
<br />defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or tainted to any Encumbmnces,
<br />Tenant shall satisfy or otherwise discharge all Encumbrances within five (S) business days after Landlord politics Tenant in writing that any such
<br />lien, stop notice, elaim or encumbrance has been filed, Tenant shall give Landlord not less than five (S) business days' prior written notice before
<br />commencing nny Aherations In or about die Premises to permit Landlord to post appropriate notices ofno -responsibility,
<br />10,5 Rtmovnl Roll• Restwmlion. All Alterations (and the Tenant Improvements) shell become a part of the Premises nod shall
<br />become die property of Landlord upon ilia expiration or earlier anirdi ntion 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 oily Leasehold Improvements dint existed fn the Building as of the
<br />Effective Date), in which event, prior to the data of expiration or arininadon 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 />Ilia property of Tenant (or the applicable Tenant Party), and upon die expiration or earlier termination of this Lease, Tenant shell, at Its sole expense,
<br />remove all such items end repair any damage to the Premises or the Project caused by such removal, If Tenant rails to remove any such items or
<br />repair such damage promptly after the expindloo 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 story the some at Tenant's expense (and Tenant shall pay Landlord the cost dhcroarupon danhnnd),
<br />or appropriate the some for itself, and/or sell the same fit its discretion, wide na liability to Tenunl (or the applicable Tenant Party). '
<br />ARTICLE I I - TRANSR)� RS
<br />11.1 Rasn•ictian: Permitted Subleases.
<br />11.1.1 Restriction. Except as provided in Section 11 11.2 below, Tenant shall not, either involuntn -dy or voluntarily or by
<br />operation of law or otherwise, make or permit any Transfer without the prior written coacnt of Landlord in occordance with Section 114 below.
<br />Any Tiansfer in violation of the provisions of this Article I I shall be null and void. Notwithstanding anything contained in this ALticla 1 I to the
<br />contrary, Tenant expressly covenants and @&roes not to enter into any lease, sublease, license, concession or other agreement for use, oewirnney or
<br />utilization or the Premises which provides for rental a• other payment for such use, occupancy or utilization based in whole at, In part on the net
<br />income or profits derived by any person from the property leased, used, occupied or utilized, and that Any such purported lease, subleusc, license,
<br />concession or other agreement shall be absolutely void.
<br />11.1.2 Permitted Subleases, Notwithstanding the foregoing, Tenant may, upon he 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 Entities.
<br />Landlord shall cooperate with T•enan's efforts to consummate any such subleases to oily such Approved Governmental Entitles, including, without
<br />Ilmitalion. In connection with any proposed Approved sublease to any Approved Governmental Surly, by using commercially reasonuble efforts to
<br />ahmply with the Stale Requirements specified in Exhibit V nRacied hereto. Any sublease permitted without the consent of Landhv'd under this
<br />Section 11 12 (n "Permitted Su blase") shall not be subject to any the requirements, restriction or limitations set forth in Section 11 2, Janie 113,
<br />'eti nr . Seotion 11.3, or Seelion 11.6 below
<br />11.2 Notice to lemdlord. If Tenant desires to make a Transfer indoor than a Permined Sublease), then T'ellom shall submit to
<br />Landlord; (a) a Proposed Transfer Notice lit least twenty (20) business days (slid not more than ore hundred eighty (1 g0) days) prior to ilia ofiectivc
<br />date ar the proposed Transfer, and (b) Four(4) orlglnols of the proposed assignment or sublease or other Transfer document on a II)nit approved by
<br />Landlord and Ibm'(4) originals of the Lmhdlord's Cnnserit to Sublease or Assigmmeat end Assumption of Lense nod Consent exactuod by Tannin find
<br />the proposed Transferee. If Tenant modifies tiny of the mwerinl terms cull conditions relevant to a proposed Transfer specified in the Tronsf'er
<br />Notice, Tenunl shall resubmit such'6ansfer Notice to Landlord fer its culsenL Following delivery are Trinsler Notice, Temmt shall udditionslly
<br />provide such other infhnnation or materials with respect to the proposed Trunsi'er and/or Transferee ns Landlord may rensonaoly request, including.
<br />without limilutioa. credit rrpm'ts, 6uslnass plans, openning history, hank and chamcler re ferences,
<br />11.3 I,andluld,�' Recnnrut Ri lyty, At tiny lime within twenty (20) business days after Lmhdbid's receipt orall ol'the infnrmatiou
<br />And docunteols described in Section j1,2 LLandlord may, ut its option, in Its sole and Absolute discretion, by written notice to Tenant, elect tin: (n) lit
<br />Ilse case or proposed sublease, sublease the Premises at the portion thereorproposed to be sublet by Tenant upon the same terms as those offered to
<br />the prnposed submnnin; (b) in [lie case of a proposed aasiginnent, take an assignment of this Lease upon the snipe terms as those nlTered to the
<br />90111'01-ie Cearvrpr—Cirp ojSennl; Urn Lenart .la.
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