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Iime. 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 Law as a condition or as the result of any Al term ion requested or eft-ccted 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 Performil of Aheralions 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 otter 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, oil
<br />applicable Laws, and tine 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 Compton Areas in connection with tie making of any Alterations, and
<br />Tenant shall not modify or alter oily improvements or components of the Building or tie Project outside of tie Premises. Upon completion crony
<br />Alterations (other than Permitted Alterations), Tenant shall deliver to the 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 of the
<br />Alterations (current version ofAutoCil
<br />10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to die Premises. Tenant shall keep
<br />Landlord, tine 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 ally 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 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 ilia 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 (after than any Lensehold Improvements diet 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 wry 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 die applicable Tenant Party), and upon tie expiration or earlier termination 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. IFTeru t 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 thereof upon 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 Restriction: Permitted Subleases.
<br />1 LI.I Restriction. Except as provided in Section 11 I_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 1 shall be null and void. Notwithstanding anything contained in this Article 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 on the net
<br />income or profits derived by any person from the property leased, used, occupied or utilized, and that why such purported lease, 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 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 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 cftorls to
<br />comply with the State Requirements specified in Exhibit'V attached hereto. Any sublease permitted without the consent of Landlord under this
<br />Section 11.1.2 (a "Pernlltted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section I I l Section 1 13,
<br />Section 11.4. Section 1 15, or Section 11.6 below
<br />11.2 NOdec to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit but
<br />Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (190) days) prior to the eMctivc
<br />date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on u limn ,approved by
<br />landlord and four (4) originals of the Lwhdlord's Consent to Sublease or Assignment and Assumption o1'Lease and Consent executed by Tenant cord
<br />the proposed Transferee. 11' Tenant modifies any of die material terms and conditions relevant to a proposed Transfer specified in the Ttailsfer
<br />Notice, Temmt shall resubmit such 'transfer Notice to Landlord for its consent. Following delivery urn Transfer Notice, Tenant shall additionally
<br />provide such other information or materials with respect to tie proposed Tronsl'er and/or Transferee as Landlord may reasonably request. inchrding.
<br />wirhoul limitation. credit reports, business plans, operuing history, bank and character rercrences.
<br />11.3 Landlord's Recapture Rights. At tiny time within twenty (20) business days after Landlord's receipt of all of the information
<br />and documents described in Section I I?.. Landlord may, of its option, in its sole and absolute discretion, by written notice to Tenant. elect to: (it) in
<br />the case of n proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon tie same terms as those offered to
<br />the proposed subtenant; (b) in the case of a proposed assignment, lake on assignment of this Lease upon the some terms us (hose offered to the
<br />901 11'011ir Ceurer Dr—Clrp ufSanrn: nrn Leave -to-
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