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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 perfomh such modifications, alterations or Improvements (al Tenant's
<br />sole cost and expense) or require such performance directly by Tenant
<br />10.3 Performance of Alterations 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 (tad so as not to interfere with any other tenants or occupants of the Project), and in
<br />compliance with any plans and specifications therefor thatare approved by Landlord, any and all conditions imposed by Landlord thereon, oil
<br />applicable Laws, and the 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 why 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 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 of AutoCacl
<br />10A 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 otter work performed for, materials famished to or obligations incurred by Tenant, and Tenant shall indemnify,
<br />defend and ]laid harmless Landlord, the Premises and the Project of and from any and all Claims wising out of or related to any Encumbrances.
<br />Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days alter Landlord ratifies Tenant in writing that any such
<br />lien, stop notice, claim or encumbrance has been tiled. Tenant shall give Landlord not Jess 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 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 Leesehold 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 earlier ternation 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 falls 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 />at, appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Pauly).
<br />ARTICLE I -TRANSFERS
<br />11.1 Restriction: Permitted Subleases.
<br />1 LI.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 othe",vise, make or permit ally 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 shall be null and void. Notwithstanding anything contained in this Article I 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 o• 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 any such purported lease, sublease, license,
<br />concession orother agreement shall be absolutely void.
<br />1 LL2 Permitter) Subleases. Notwithstanding die foregoing, Tennnt 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 connectionwith any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts 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 H.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 1 1.2, Section 11.3,
<br />Section 11.4. Section 11.5, or Section I1.6 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 (190) days) prior to [lie effective
<br />date of the proposed Tmusfer, and (b) four (4) originals ofthe proposed assignment or sublease or other Transfer document on it Gan approved by
<br />Landlord. and four originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and
<br />the proposed 'IYanste'ce. If Tenant modifies any of the material terms and conditions relevant to a proposed Transfer specified in the Transter
<br />Notice, Tenant shall resubmit such Transfer Notice to Landlord fur its consent. Following delivery ora Transfer Notice, Tenant shall addldonally
<br />provide such other information or materials with respect to the proposed Transfer and/cr Transferee as Landlord may reasonably request. includin,.
<br />Without linhilationt. credit reports, business plans, operating history, bank and character references.
<br />113 landlord's Recapture Rights; At any time within twenty'(20) business days after Landlord's receipt of all of the information
<br />and dneumen[s described in Section 11,2, Landlord may, at its option, in its sole: and absolute discretion. by written notice to TennnL elect to: (a) in
<br />the case of nproposed sublease, sublease the Premises or the porlion thereof proposed to be sublet by Tenant upon the same terms as those ofrered to
<br />the proposedsubtenant; (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those ofTered to the
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