Common use of Subtenant Improvements Clause in Contracts

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (the “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, Subtenant shall be entitled to use its own architects and contractors for the purpose of completing the Subtenant Improvements.

Subtenant Improvements. Sublandlord shall deliver the Sublease Premises to Subtenant in broom clean condition. Subject to the foregoing obligation on the part of Sublandlord, Subtenant acknowledges that it has inspected the Sublease Premises and agrees to accept the Sublease Premises in their “AS IS” condition on the date of the 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 rely solely on its own investigations and inspections to determine the suitability of the Sublease Premises for its intended use. Any work necessary to prepare the Sublease Premises for Subtenant’s occupancy shall be entitled performed at Subtenant’s sole cost and expense. All such work shall be done in a good and 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 construct tenant improvements in the Premises (the “Subtenant Improvements”), including reasonable security measures for the Sublease Premises, subject to Sublandlord’s and in accordance with the terms Prime Landlord’s approval of that certain Subtenant Work Letter to be attached to the Consent (which is expressly incorporated herein by this reference) (the “Subtenant Work Letter”) Subtenant’s signage plans and the terms of the Master Lease and this Sublease. All specifications, such 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 not 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. Additionally, to the extent that Prime Landlord agrees in writing, Subtenant shall be entitled to use have its own architects and contractors name shown upon the directory board for the purpose of completing the Subtenant ImprovementsBuilding.

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (the “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 referencea) (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 entitled 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 own architects 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 contractors for expense in accordance with the purpose terms and provisions of completing the Master Lease. If Subtenant Improvementsshall 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. Without limitation of anything else herein contained, Prime Landlord consents to Subtenant’s making the Subtenant shall be entitled Improvements subject to, and in accordance with, Article 9 and Exhibit E of the Sublease, subject to construct tenant improvements in the Premises (the “Subtenant Improvements”), including compliance with such reasonable security measures and rules and regulations as Prime Landlord may require. Prime Landlord agrees to comply with the time limits as set forth in the Subtenant 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 Premisescosts incurred by Prime Landlord for architectural and engineering fees involved in reviewing Subtenant’s drawings and specifications, 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 as contemplated by this reference) (the “Subtenant Work Letter”) and the terms Exhibit E of the Master Lease and this Sublease. All approval rights Without limiting the preceding sentence, Prime Landlord will, solely at Subtenant’s request, supervise installation of Master the Subtenant Improvements for Subtenant for a fee equal to two percent of Subtenant’s aggregate cost of construction of the Subtenant Improvements; such aggregate 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 Sublandlord with respect to payable within 30 days after Subtenant takes possession of the Subleased Premises. If requested in writing by Subtenant, 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 governed by performed through the terms use of the Subtenant Work Letter. Subtenant union labor and scheduled through Prime Landlord, and each of Subtenant’s contractors shall cooperate with Prime Landlord, so that there 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 no disruption of the Master Lease and the Subtenant Work Letter. Sublandlord confirms that Sublandlord shall not charge Subtenant any construction management fee on or supervisory fees (other than passing through in 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, Subtenant shall be entitled to use its own architects and contractors for the purpose of completing the Subtenant ImprovementsBuilding.

Subtenant Improvements. Sublandlord and Subtenant understand and ---------------------- acknowledge that Landlord's consent to the Sublease expressed herein is not a consent to any improvement or alteration work to be 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 all the provisions of the Prime Lease with respect thereto. If and to the extent that the Building Standard ceilings and lights are not installed as part of the initial tenant improvement work in the Sublet Premises, Sublandlord shall 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 prior to the last day of the Term 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 (the "Construction Agreement"), Subtenant, Sublandlord and Master Landlord have provided for certain Subtenant Improvements to be constructed in the Sublet Premises. Except as otherwise provided in this Agreement, or as required as a condition to Landlord's approval of the electrical or mechanical plans and specifications or of any Changes, as provided in the Construction Agreement, neither Subtenant nor Sublandlord shall be entitled or required to construct tenant improvements in the Premises (the “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 remove any 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 improvements from 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, Subtenant shall be entitled to use its own architects and contractors for the purpose of completing the Subtenant ImprovementsSublet Premises.

Subtenant Improvements. Notwithstanding anything to the contrary in subsection (a) above, Sublandlord hereby agrees that Subtenant shall be entitled to construct tenant improvements in the Premises (the “Subtenant Improvements”), including reasonable security measures promptly work directly with Landlord for the Premisesdesign, subject to construction, and in accordance with the terms installation 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 (collectivelyas such term is defined in the Landlord’s Consent). Accordingly, the “Master Landlord Fees”) in accordance with the terms of the Master Lease and the Subtenant Work Letter. Sublandlord confirms agrees that Sublandlord shall not charge exercise commercially reasonable efforts in assisting Subtenant any construction management fee or supervisory fees (other than passing through in obtaining the Master Landlord Fees). Howeverapprovals necessary to design, construct, and install the Subtenant shall be obligated to reimburse Sublandlord for any actual and reasonable third party Improvements at no out-of-pocket costs incurred 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 in connection with reviewing to certain design and approving Subtenantarchitectural costs and expenses related to Sublandlord’s plans buildout of the Leased Premises. Notwithstanding Sublandlord using such portion of the tenant improvement allowance and specifications promptly upon request. Subject space plan allowance, it is the parties’ intention that Subtenant shall have the right to receive the full benefit of the tenant improvement allowance and space plan allowance available under the Master Lease and applicable to the terms of Subleased Premises. Accordingly, Sublandlord and Subtenant agree that Sublandlord shall be responsible for the shortfall in the tenant improvement allowance and space plan allowance in the Master Lease, and reimburse Subtenant for those costs and expenses Subtenant incurs that would have been reimbursed under the Subtenant Work LetterMaster Lease, and but were not due to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, Subtenant shall be entitled to use its own architects and contractors for the purpose of completing the Subtenant Improvementspreviously incurred costs.

Subtenant Improvements. Subtenant shall be entitled have the right, at Subtenant's sole expense, to construct tenant improvements in make certain Alterations to each Phase of the Sublease Premises (the “"Subtenant Improvements”), including reasonable security measures ") during any early access period provided under subsection 2(c) for such Phase and following the Premises, subject to and in accordance with the terms Commencement Date 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 Subleasesuch Phase. All approval rights of Master Landlord and Sublandlord with respect to the 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 made on 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 subject to the terms and conditions of the Master Lease, and shall be subject to Sublandlord's approval of the Subtenant Work Letterplans 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 's prior written approval, which shall not be unreasonably withheld. Prior to commencement of the Subtenant Improvements, conditioned the Building Modifications (pursuant to section 8 below), or delayedany other Alteration, Subtenant shall be entitled to use its own architects and contractors for provide Sublandlord with evidence that Subtenant carries "Builder's All Risk" insurance in an amount approved by Sublandlord covering the purpose construction of completing the such Subtenant Improvements, Building Modifications and Alterations, and such other insurance as Sublandlord may reasonably require.

Subtenant Improvements. Subtenant shall be entitled to construct tenant The design and construction of all alterations and improvements in the Subleased Premises (made by Subtenant on or after the “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 Commencement Date 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 undertaken in connection compliance 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 Article 4 of the Master Lease, at Subtenant’s sole cost and expense. Subtenant shall not make any alterations or improvements to the Subleased Premises on or after the Commencement Date without the prior written consent of Landlord and Sublandlord, which consent (subject to the additional limitations below) shall be given or denied in accordance with the Master Lease; provided that Subtenant Work Lettershall have an “Alteration Threshold” of $50,000 (as such term is defined in Section 4.1 of the Master Lease) where consent 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 Subtenant shall comply with all applicable laws and all other applicable terms, conditions and provisions of the Master Lease. No demising of the Subleased Premises shall be permitted which requires a separate entrance or which prevents floor wide circulation, nor shall 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 initial improvement plan (“Initial Improvement Plan”). The Initial Improvement Plan is attached hereto as Exhibit H and is approved by Sublandlord. Sublandlord understands that Subtenant’s recent corporate acquisition program has necessitated some adjustments to the interior 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’s prior written approval), which shall not be unreasonably withheldand hold Sublandlord harmless from all liability, conditioned costs and expenses arising from the design and construction of any such Subtenant alterations and improvements installed on or delayedafter the Commencement Date, including reasonable attorneys’ fees and court costs. If required under Section 12 below, Subtenant shall be entitled to use its own architects remove such alterations and contractors for improvements and restore the purpose Subleased Premises upon the expiration or termination of completing the Subtenant Improvementsthis Sublease.

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in After delivery of the Premises (the “Subtenant Improvements”)to Subtenant, including reasonable security measures for the Premises, subject to This letter/proposal is intended solely as a preliminary expression of general intentions and in accordance with the terms of that certain Subtenant Work Letter is to be attached used for discussion purposes only. The parties intend that neither shall have any contractual obligations 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 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 (1) 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 Improvements 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 be governed by cooperate with Subtenant and make commercially reasonable efforts to assist Subtenant in obtaining the terms necessary governmental permits for construction of the improvements to the Premises. Additionally, Sublandlord shall reasonably cooperate with Subtenant Work Letterto obtain any governmental permits required for occupancy. 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 Subject to Sublandlord’s approval 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). Howeveralterations, 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 withheldrequired to remove any approved alterations at the expiration of its Sublease Term. Signage: Subtenant, conditioned or delayedat its cost, Subtenant shall be entitled have the right to use its own architects install standard lobby directory, suite and contractors for the purpose of completing the Subtenant Improvementsdirectional signage.

Subtenant Improvements. Subtenant shall be entitled make no alterations, improvements or renovations to construct tenant improvements in the Premises (the “Subtenant Improvements”), including reasonable security measures for the Subleased 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 (collectivelyincluding, without limitation, the “Master Landlord Fees”) in accordance with installation of any equipment or facilities that would utilize excessive amounts of electricity, without 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 approvalapproval of Sublandlord, which approval Sublandlord agrees shall not be unreasonably withheld, conditioned or delayed, the prior written approval of Master Landlord and the payment of any fees or costs required by the Master Lease. If Sublandlord fails to respond to Subtenant’s request for approval within fifteen (15) days of receipt and such delay is not attributable to any delay by Master Landlord in granting its own approval, Sublandlord shall be deemed to have approved such request. All alterations to the Subleased Premises, regardless of which party constructed them, shall become the property of Master Landlord and shall remain upon and be surrendered with the Subleased Premises upon the expiration or earlier termination of this Sublease; provided that, unless at the time Subtenant requested Sublandlord’s and Master Landlord’s consent to a proposed alteration, Subtenant requested, and Sublandlord and Master Landlord each agreed in writing, that Subtenant need not remove such alteration upon the expiration or sooner termination of this Sublease, upon the expiration or earlier termination of this Sublease, at either Sublandlord’s or Master Landlord’s election and upon notice to Subtenant, Subtenant shall be entitled required to use its own architects and contractors for remove some or all of the purpose of completing alterations as designated in either the Subtenant ImprovementsSublandlord’s or Master Landlord’s notice to Subtenant.

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (the “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 Subtenant Improvements are subject to the review and approval rights of by Sublandlord and Master Landlord and Sublandlord with respect to the Subtenant Improvements shall such processes and procedures as may 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 required by Master Landlord in connection and will be constructed using Subtenant’s own architects and contractors. In no event will Subtenant proceed with the any 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 without first obtaining Sublandlord’s prior written approval, consent (which shall not be unreasonably withheld, conditioned or delayed), as well as Master Landlord’s consent to such Subtenant Improvements pursuant to the terms of the Subtenant 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 receive 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 shall be diligently prosecuted to completion; and (iv) Subtenant shall be entitled to use its own architects and contractors solely responsible for obtaining a certificate of occupancy or other legal certification such that the purpose of completing the Subtenant ImprovementsPremises can be legally occupied.

Subtenant Improvements. Subtenant shall be entitled to construct tenant The design and construction of all alterations and improvements in the Subleased Premises made by Subtenant on or after the Commencement Date shall be undertaken in compliance with Article 4 of the Master Lease, 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 the Commencement Date, and no alterations or improvements are permitted without the prior written consent of Landlord and Sublandlord, which consent (the “Subtenant Improvements”), including reasonable security measures for the Premises, subject to and the additional limitations below) shall be given or denied in accordance with the terms Master Lease; provided that Subtenant shall have an “Alteration Threshold” of that certain Subtenant Work Letter to be attached to the Consent $50,000 (which as such term is expressly incorporated herein by this reference) (the “Subtenant Work Letter”) and the terms defined in Section 4.1 of the Master Lease Lease) where consent 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 Subtenant shall comply with all applicable laws and all other applicable terms, conditions and provisions of the Master Lease. 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 and construction of any such Subtenant alterations and improvements installed on or 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 this Sublease. All approval rights of Master Landlord and Sublandlord with respect to the Subtenant Improvements There shall be governed no charge or fee imposed by Sublandlord for the terms review of the Subtenant Work Letter. Initial Improvement Plan, provided that 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 Sublandlord’s review of Subtenant’s plans and specifications promptly upon requestplans, including any charges imposed by Landlord for its review. Subject If the Landlord consents to the terms of the Master LeaseInitial Improvement Plan or any subsequent alterations, the Subtenant Work Letter, and then Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, Subtenant consent shall be entitled to use its own architects and contractors for deemed given on the purpose of completing the Subtenant Improvements.same conditions (if any) as Landlord’s. OMM_US:76369748.8