Common use of Subtenant Improvements Clause in Contracts

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.

Subtenant Improvements. (a) Sublandlord shall deliver the Sublease Premises to Subtenant in broom clean condition. Subject to the foregoing obligation on the part of Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, Subtenant acknowledges that it has inspected the Sublease Premises and Master Landlord’s prior written approval if required agrees to accept the Sublease Premises in accordance with their “AS IS” condition on the terms date of the Master Lease, last walk-through by Subtenant and Sublandlord. Subtenant acknowledges that Sublandlord has made no representations or warranties concerning the condition of the Sublease Premises or their fitness for any particular use and Subtenant shall have rely solely on its own investigations and inspections to determine the right suitability of the Sublease Premises for its intended use. Any work necessary to construct, prepare the Sublease Premises for Subtenant’s occupancy shall be performed at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements such work shall be performed (i) by Subtenant’s selected contractor done in a good and (ii) workmanlike manner, free of mechanics liens and in accordance with all other provisions of the Prime Lease, including, without limitation, those provisions of the Prime Lease requiring consent of Prime Landlord, and with all Laws. Notwithstanding the foregoing, Subtenant may, at its sole cost, install a building standard sign at the entrance to the Sublease Premises, subject to Sublandlord’s and Prime Landlord’s approval of Subtenant’s signage plans for and specifications, such work, each subject to the foregoing required approvals from approval by Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written requestAdditionally, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master that Prime Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord agrees in writing, to include with specificity that Master Landlord waives such removal requirement Subtenant shall have its name shown upon the directory board for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and workBuilding.

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (athe “Subtenant Improvements”), including reasonable security measures for the Premises, subject to and in accordance with the terms of that certain Subtenant Work Letter to be attached to the Consent (which is expressly incorporated herein by this reference) (the “Subtenant Work Letter”) and the terms of the Master Lease and this Sublease. All approval rights of Master Landlord and Sublandlord with respect to the Subtenant Improvements shall be governed by the terms of the Subtenant Work Letter. Subtenant shall be solely responsible for paying any management or supervisory fee or reimbursement requests charged by Master Landlord in connection with the Subtenant Improvements (collectively, the “Master Landlord Fees”) in accordance with the terms of the Master Lease and the Subtenant Work Letter. Sublandlord confirms that Sublandlord shall not charge Subtenant any construction management fee or supervisory fees (other than passing through the Master Landlord Fees). However, Subtenant shall be obligated to reimburse Sublandlord for any actual and reasonable third party out-of-pocket costs incurred by Sublandlord in connection with reviewing and approving Subtenant’s plans and specifications promptly upon request. Subject to the terms of the Master Lease, the Subtenant Work Letter, and Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior entitled to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, use its own architects and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement contractors for the benefit purpose of Sublandlord (each, a “Removal Waiver”). completing the Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.

Subtenant Improvements. (a) Subject to Sublandlord’s Subtenant shall provide Sublandlord and Landlord with prior written approvalnotice and a description of all improvements to be made to the Subleased Premises by Subtenant. Sublandlord and Landlord shall have ten (10) business days from receipt of said notice to approve or disapprove such proposed improvements, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Any improvements, alterations, and Master renovations to the Subleased Premises by Subtenant pursuant to this Section 8.2 shall, at Sublandlord's or Landlord’s 's election given in writing to Subtenant at least thirty (30) days prior written approval if required in accordance with to the terms end of the Master LeaseTerm hereof, or with Sublandlord's notice of any earlier termination hereof, either be removed by Subtenant or remain on the Subleased Premises; provided, however, that Subtenant shall have the right to constructremove prior to such expiration or termination, at Subtenant’s sole cost its trade fixtures and expense, improvements other personal property. The provisions of this Section 8.2 apply to signs placed on the Subleased Premises to accommodate by Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC unitsexcept for signs which are located wholly within the Subleased Premises and not visible from the exterior of the Subleased Premises. All Improvements shall be performed (i) signs installed by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed maintained by or on behalf of Subtenant prior to in good condition and Subtenant shall remove all such signs at the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the such installation, operation (including material repairs) and existence or removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.Saraland Warehouse Lease SUBLEASE AGREEMENT

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, Sublandlord and Master Subtenant understand and ---------------------- acknowledge that Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements 's consent to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (Sublease expressed herein is not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for a consent to any proposed Improvements shall include any documentation required improvement or alteration work to be provided performed in the Sublet Premises (including without limitation any improvement work contemplated in the Sublease), that Landlord's consent for such work must be separately sought and that any such work shall be subject to Master Landlord in accordance with all the terms provisions of the Master Lease, Prime Lease with respect thereto. If and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with that the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 Building Standard ceilings and lights are not installed as part of the Master Lease and any other Master Lease terms applicable to initial tenant improvements improvement work in the Building. Subtenant Sublet Premises, Sublandlord shall be solely responsible for removing any Improvements installed by either furnish and install the Building Standard ceiling (USG Xxxx DX24 15/16 inch Tee system exposed grid, with Xxxxxxxxx Cortega Second Look II 2767 white ceiling tiles) and lighting fixtures (2 x 4 recessed fluorescent with parabolic lens, Metalux 2EP3GAVX - 332S361 - 277V) on or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 last day of the Master LeaseTerm of the Prime Lease or pay to Landlord on the last day of the Term of the Prime Lease or upon demand thereafter the an amount equal to the total cost of furnishing and installing the Building Standard ceiling and lighting fixtures, if any of the specified materials are not then available, the then equivalent, as specified by Landlord, shall be substituted in place of the unavailable materials. Pursuant to that certain Tri-Party Construction Agreement dated as of even date herewith by and among Subtenant, Sublandlord and Master Landlord shall have determined that such removal is not required by (the Master Lease"Construction Agreement"), Subtenant, Sublandlord and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement have provided for certain Subtenant Improvements to be constructed in the benefit Sublet Premises. Except as otherwise provided in this Agreement, or as required as a condition to Landlord's approval of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner the electrical or mechanical plans and shall keep the Subleased Premises free and clear of liens arising out specifications or of any work performedChanges, materials furnishedas provided in the Construction Agreement, neither Subtenant nor Sublandlord shall be entitled or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with required to remove any of Subtenant’s construction, provided, however, the Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with improvements from the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Sublet Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.

Subtenant Improvements. After delivery of the Premises to Subtenant, This letter/proposal is intended solely as a preliminary expression of general intentions and is to be used for discussion purposes only. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred herein unless and until a definitive agreement has been fully executed and delivered to the parties. The parties agree that this letter/proposal is not intended to create any agreement or obligation by either party to negotiate a definitive lease/purchase and sale agreement and imposes no duty whatsoever on either party to continue negotiations, including without limitation any obligation to negotiate in good faith or in any way other than at arm's length. Prior to delivery of a definitive executed agreement and without any liability to the other party, either party may (a1) propose different terms from those summarized herein, (2) enter into negotiations with other parties and/or (3) unilaterally terminate all negotiations with the other party hereto. (page 5 of 10) Subtenant may perform its alterations, subject to Sublandlord’s consent, which consent may be withheld in Sublandlord’s reasonable discretion, and the alterations may be performed only by contractors or mechanics approved by Sublandlord in writing and upon the approval by Sublandlord in writing of fully detailed and dimensioned plans and specifications pertaining to the alterations, to be prepared and submitted by Subtenant, at its sole cost and expense. Sublandlord shall cooperate with Subtenant and make commercially reasonable efforts to assist Subtenant in obtaining the necessary governmental permits for construction of the improvements to the Premises. Additionally, Sublandlord shall reasonably cooperate with Subtenant to obtain any governmental permits required for occupancy. Subject to Sublandlord’s prior written approvalapproval of the alterations, which Subtenant shall not be unreasonably withheldrequired to remove any approved alterations at the expiration of its Sublease Term. Signage: Subtenant, conditioned or delayedat its cost, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to constructinstall standard lobby directory, at Subtenant’s sole cost suite and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and workdirectional signage.

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (athe “Subtenant Improvements”), including reasonable security measures for the Premises, subject to and in accordance with the terms of that certain Subtenant Work Letter to be attached to the Consent (which is expressly incorporated herein by this reference) Subject (the “Subtenant Work Letter”) and the terms of the Master Lease and this Sublease. All Subtenant Improvements are subject to the review and approval by Sublandlord and Master Landlord and such processes and procedures as may be required by Master Landlord and will be constructed using Subtenant’s own architects and contractors. In no event will Subtenant proceed with any Subtenant Improvements without first obtaining Sublandlord’s prior written approval, consent (which shall not be unreasonably withheld, conditioned or delayed), and as well as Master Landlord’s prior written approval if required in accordance with consent to such Subtenant Improvements pursuant to the terms of the Master LeaseSubtenant Work Letter. As provided in such Subtenant Work Letter, (i) Subtenant shall construct the Subtenant Improvements only after necessary permits, licenses and approvals have been obtained from appropriate governmental agencies; (ii) Subtenant shall construct all Subtenant Improvements in compliance with all relevant codes, laws, rules, regulations, and ordinances and the terms and conditions set forth in the Subtenant Work Letter; (iii) subject to Subtenant’s right to constructreceive the Subtenant Improvement Allowance (as defined and set forth in Section 10.4.2 below), all Subtenant Improvements shall be made at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor diligently prosecuted to completion; and (iiiv) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by obtaining a certificate of occupancy or on behalf of Subtenant prior to other legal certification such that the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not can be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and worklegally occupied.

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which The design and construction of all alterations and improvements in the Subleased Premises made by Subtenant on or after the Commencement Date shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required undertaken in accordance compliance with the terms Article 4 of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, . Subtenant shall not make any alterations or improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof on or after the Commencement Date without the prior written consent of Landlord and Sublandlord, which consent (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to additional limitations below) shall be unreasonably withheld, conditioned given or delayed) and Master Landlord denied in accordance with the terms Master Lease; provided that Subtenant shall have an “Alteration Threshold” of $50,000 (as such term is defined in Section 4.1 of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for where consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by as long as the Master Lease, alterations or improvements are not “Material Alterations”; and such determination shall have been provided to Sublandlord in writing, to include with specificity further that Master Landlord waives such removal requirement for any alteration or improvement and the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused installation thereof by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost comply with all applicable laws and expense in accordance with the terms all other applicable terms, conditions and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to No demising of the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications Premises shall be permitted which requires a separate entrance or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Lawswhich prevents floor wide circulation, nor shall such review and approval be deemed a waiver of Subtenant alter or further improve the Subleased Premises in any way that changes the perimeter office configuration or which relocates or removes any interior walls unless approved by Sublandlord in Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon initial improvement plan (“Initial Improvement Plan”). The Initial Improvement Plan is attached hereto as Exhibit H and is approved by Sublandlord. Sublandlord or Master Landlord with respect understands that Subtenant’s recent corporate acquisition program has necessitated some adjustments to the completenessinterior and perimeter office configuration, and Sublandlord agrees to review changes or subsequent additional detail to the Initial Improvement Plan with due regard for such requirements and not to unreasonably withhold, condition or delay its consent to such proposed changes or to the final Initial Improvement Plan as a whole. Subtenant shall indemnify, defend (with legal counsel reasonably acceptable to Sublandlord), and hold Sublandlord harmless from all liability, costs and expenses arising from the design sufficiency and construction of any such Subtenant alterations and improvements installed on or compliance with all applicable Laws after the Commencement Date, including reasonable attorneys’ fees and court costs. If required under Section 12 below, Subtenant shall remove such alterations and improvements and restore the Subleased Premises upon the expiration or termination of such plans, specifications and workthis Sublease.

Subtenant Improvements. Notwithstanding anything to the contrary in subsection (a) Subject above, Sublandlord hereby agrees that Subtenant shall promptly work directly with Landlord for the design, construction, and installation of the Subtenant Improvements (as such term is defined in the Landlord’s Consent). Accordingly, Sublandlord agrees that Sublandlord shall exercise commercially reasonable efforts in assisting Subtenant in obtaining the approvals necessary to design, construct, and install the Subtenant Improvements at no out-of-pocket cost to Sublandlord. Sublandlord hereby discloses to Subtenant that a portion of the tenant improvement allowance and space plan allowance made available to Sublandlord under the Master Lease has already been used and applied by Sublandlord to certain design and architectural costs and expenses related to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms buildout of the Master LeaseLeased Premises. Notwithstanding Sublandlord using such portion of the tenant improvement allowance and space plan allowance, it is the parties’ intention that Subtenant shall have the right to construct, at Subtenant’s sole cost receive the full benefit of the tenant improvement allowance and expense, improvements space plan allowance available under the Master Lease and applicable to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”)Premises. Such ImprovementsAccordingly, if approved as provided above, may include supplemental HVAC units. All Improvements Sublandlord and Subtenant agree that Sublandlord shall be performed (i) by Subtenant’s selected contractor responsible for the shortfall in the tenant improvement allowance and (ii) space plan allowance in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify reimburse Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease for those costs and any other Master Lease terms applicable to tenant improvements in the Building. expenses Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of incurs that would have been reimbursed under the Master Lease, the Master Landlord shall have determined that such removal is but were not required by the Master Lease, and such determination shall have been provided due to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and workpreviously incurred costs.

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which The design and construction of all alterations and improvements in the Subleased Premises made by Subtenant on or after the Commencement Date shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required undertaken in accordance compliance with the terms Article 4 of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, . Subtenant’s “Initial Improvement Plan” is attached as Exhibit E. Subtenant shall not make any alterations or improvements to the Subleased Premises prior to accommodate Subtenant’s occupancy thereof the Commencement Date, and no alterations or improvements are permitted without the prior written consent of Landlord and Sublandlord, which consent (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to additional limitations below) shall be unreasonably withheld, conditioned given or delayed) and Master Landlord denied in accordance with the terms Master Lease; provided that Subtenant shall have an “Alteration Threshold” of $50,000 (as such term is defined in Section 4.1 of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for where consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required as long as the alterations or improvements are not “Material Alterations”; and provided further that any alteration or improvement and the installation thereof by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make comply with all payments for Improvements in a timely manner applicable laws and shall keep the Subleased Premises free all other applicable terms, conditions and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 provisions of the Master Lease. Subtenant shall be solely responsible for the planningindemnify, construction and completion of all Improvements; provided, however, that Sublandlord agrees defend (with legal counsel reasonably acceptable to use commercially reasonable efforts (exclusive of commencing litigation or arbitrationSublandlord), upon receipt and hold Sublandlord harmless from all liability, costs and expenses arising from the design and construction of a written request from Subtenantany such Subtenant alterations and improvements installed on or after the Commencement Date, to assist Subtenant with securing necessary Master Landlord approvals including reasonable attorneys’ fees and court costs. If required under the Master Lease. Notwithstanding the foregoing to the contrarySection 12 below, in no event Subtenant shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms remove such alterations and conditions of the Master Lease with respect to the review improvements and approval of Subtenant’s proposed Improvements to restore the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder upon the expiration or constitute a constructive eviction or breach termination of this Sublease Sublease. There shall be no charge or fee imposed by Sublandlord). Any damage to Sublandlord for the Subleased Premises or Building caused by review of the Initial Improvement Plan, provided that Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense reimburse Sublandlord for any actual third party out-of-pocket costs in accordance connection with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications including any charges imposed by Landlord for its review. If the Landlord consents to the Initial Improvement Plan or work in connection with the installationany subsequent alterations, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), then Sublandlord’s consent shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to given on the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.same conditions (if any) as Landlord’s. OMM_US:76369748.8

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approvalWithout limitation of anything else herein contained, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Prime Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response consents to Subtenant’s written requestmaking the Subtenant Improvements subject to, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord and in accordance with, Article 9 and Exhibit E of the Sublease, subject to compliance with such reasonable security measures and rules and regulations as Prime Landlord may require. Prime Landlord agrees to comply with the terms of time limits as set forth in the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of Improvement Letter for its approval or disapproval of Subtenant’s Plans. If Central elects to perform its obligations under Exhibit E of the Sublease through Prime Landlord, Subtenant shall reimburse Prime Landlord for the costs incurred by Prime Landlord for architectural and engineering fees involved in reviewing Subtenant’s drawings and specifications, as contemplated by Exhibit E of the Sublease. Without limiting the preceding sentence, Prime Landlord will, solely at Subtenant’s request, supervise installation of the Subtenant Improvements for Subtenant for a fee equal to two percent of Subtenant’s aggregate cost of construction of the Subtenant Improvements; such proposed Improvementsaggregate cost shall be established by reference to all prime contracts and purchase orders signed or issued by Subtenant. Any supervision fee due Prime Landlord shall be due and payable within 30 days after Subtenant takes possession of the Subleased Premises. If requested in writing by Subtenant, such within 10 days after receipt of Subtenant’s Plans, Prime Landlord shall designate any Subtenant Improvements which must be removed by Subtenant at the end of the Sublease Term. The Subtenant Improvements shall be deemed consented to by Sublandlord only. All work performed through the use of union labor and scheduled through Prime Landlord, and each of Subtenant’s contractors shall cooperate with Prime Landlord, so that there shall be performed in accordance with the terms no disruption of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements construction on or in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.

Subtenant Improvements. (a) Subject Subtenant shall make no alterations, improvements or renovations to Sublandlord’s the Subleased Premises, including, without limitation, the installation of any equipment or facilities that would utilize excessive amounts of electricity, without the prior written approvalapproval of Sublandlord, which approval Sublandlord agrees shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s the prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with and the terms payment of any fees or costs required by the Master Lease. If Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response fails to respond to Subtenant’s written request, whichever is later. Subtenant’s written request for consent approval within fifteen (15) days of receipt and such delay is not attributable to any proposed Improvements shall include any documentation required to be provided to delay by Master Landlord in accordance with the terms of the Master Leasegranting its own approval, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord onlyhave approved such request. All work alterations to the Subleased Premises, regardless of which party constructed them, shall become the property of Master Landlord and shall remain upon and be performed in accordance surrendered with the terms of Section 6 of Subleased Premises upon the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date expiration or earlier termination of this Sublease unlessSublease; provided that, in accordance with unless at the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). time Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. requested Sublandlord’s and Master Landlord’s input with respect consent to any a proposed Improvements to alteration, Subtenant requested, and Sublandlord and Master Landlord each agreed in writing, that Subtenant need not remove such alteration upon the Subleased Premisesexpiration or sooner termination of this Sublease, including without limitation upon the expiration or earlier termination of this Sublease, at either Sublandlord’s and or Master Landlord’s review election and approval (if required) of upon notice to Subtenant’s plans, specifications Subtenant shall be required to remove some or work in connection with the installation, operation (including material repairs) and removal all of the Nitrogen Tank (alterations as described designated in Section 25(b) below), shall not be deemed an agreement by Sublandlord either the Sublandlord’s or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Landlord’s notice to Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.

Subtenant Improvements. Subtenant shall have the right, at Subtenant's sole expense, to make certain Alterations to each Phase of the Sublease Premises (athe "Subtenant Improvements") Subject during any early access period provided under subsection 2(c) for such Phase and following the Commencement Date of such Phase. The Subtenant Improvements shall be made on and subject to the terms and conditions of the Master Lease, and shall be subject to Sublandlord’s 's approval of the plans and specifications therefor, and Subtenant's architect, general contractor and subcontractors, which approvals shall not be unreasonably withheld. Notwithstanding the provisions of section 9(a) of the Master Lease, Subtenant shall make no Alteration that affects the Building structure or any Building system, or which is visible from outside the Sublease Premises without Sublandlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms . Prior to commencement of the Master LeaseSubtenant Improvements, the Building Modifications (pursuant to section 8 below), or any other Alteration, Subtenant shall have provide Sublandlord with evidence that Subtenant carries "Builder's All Risk" insurance in an amount approved by Sublandlord covering the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such construction of such Subtenant Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor Building Modifications and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master LeaseAlterations, and such determination shall have been provided to other insurance as Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and workmay reasonably require.

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, a. Subtenant shall have the right to constructhire a mutually approved architect, at Subtenant’s sole cost construction manager and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord project manager for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements relative to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by the “Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by SublandlordImprovements”). Any Prior to the performance of any of the Subtenant Improvements, Subtenant shall submit to Sublandlord and Landlord for Sublandlord’s and Landlord’s prior written approval, not to be unreasonably withheld or delayed, Subtenant’s plans and specifications for the Subtenant Improvements on the Subleased Premises. Subtenant may commence its work only after: (a) receipt of Sublandlord’s and Xxxxxxxx’s approval to perform the same; (b) Subtenant’s receipt of any and all required licenses, permits and approvals from any local authority or any other governmental agency or authority; and (c) delivery to Sublandlord and Landlord certificates of insurance naming the Sublandlord and Landlord as additional insured, evidencing the maintenance, by each contractor or other worker to be employed in the performance of the Subtenant Improvements, of comprehensive general liability insurance with limits in the amount of $1,000,000.00 per occurrence, property damage insurance with limits in the amount of $500,000.00 per occurrence, and workers compensation insurance to statutory limits. All insurance policies shall be issued by responsible companies qualified to conduct business in the Commonwealth of Massachusetts and such insurance policy shall provide for notification to Sublandlord and Landlord at least thirty (30) days prior to the cancellation of any such policy. Subtenant xxxxxx agrees and further does warrant and represent to Sublandlord that the cost of performing any such work on the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s the sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) obligation of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work.