Common use of Subtenant’s Work Clause in Contracts

Subtenant’s Work. 1. Subtenant shall perform Subtenant’s Work in accordance with all laws, rules and ordinances (“Laws”) applicable to the Premises, including, without limitation, the building codes of the jurisdiction in which the Premises is located and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, shall be subject to the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. Subtenant shall, prior to commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Subtenant. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. Subtenant shall perform Subtenant’s Work install its tenant improvements in the Subleased Premises in accordance with all lawsthe plans therefor prepared by Architect, rules and ordinances (“Laws”) applicable to the Premisesa schedule of which is attached hereto as Exhibit D, including, without limitation, the building codes of the jurisdiction in which the Premises is located and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, shall be subject to Sublandlord’s prior written consent and approval, such approval not to be unreasonably withheld, conditioned or delayed (it being agreed that ten (10) business days is a reasonable period for review by Sublandlord of Subtenant’s plans and any changes thereto), and subject to Prime Landlord’s prior written consent and approval in accordance with the advance Prime Lease (“Subtenant’s Work”). Construction of Subtenant’s Work and the administration thereof shall be performed by Linbeck Construction, at Subtenant’s expense. Subtenant and Sublandlord shall work cooperatively to coordinate the execution of the Sublandlord’s Work and the Subtenant’s Work. Upon completion of Subtenant’s Work, Subtenant shall have the ongoing right to construct, at Subtenant’s sole cost and expense, alterations to the Subleased Premises consistent with the uses permitted hereunder subject to Sublandlord’s prior written approval by Sublandlordconsent and approval, which approval shall not be unreasonably withheld, conditioned or delayed. 3, and Prime Landlord’s prior written consent and approval in accordance with the Prime Lease. All alterations shall be performed in accordance with the terms of the Prime Lease. Subtenant shall be solely responsible for removing any alterations installed by Subtenant upon the expiration or termination of this Sublease, to the extent that such removal is required by the Prime Landlord in accordance with the Prime Lease. In addition, upon the expiration or termination of this Sublease, Subtenant shall, prior if required to commencement of Subtenant’s Work and at Subtenant’s sole cost and expensedo so by Prime Landlord in accordance with the Prime Lease, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade properly reinstall any fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Subtenant. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed equipment removed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account during the term of such Workthis Sublease. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. Subtenant shall perform Subtenant’s Work in accordance with all laws, rules demolish interior walls to combine the three suites and ordinances recarpet and re-paint the Sublease Premises (“Laws”the "Subtenant Work") applicable to the Premises, including, without limitation, the building codes of the jurisdiction in based upon mutually agreed upon plans and specifications and a mutually agreed upon budget which the Premises is located and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, shall be subject to Landlord's approval. All work shall be performed in accordance with the advance written approval terms and conditions of the Master Lease. If Subtenant's work is managed and supervised by SublandlordLandlord, Subtenant shall incur a construction management fee of five percent (5%) of the total construction and architectural costs which approval shall be payable to Landlord within ten (10) days of billing by Landlord. Tenant shall reimburse Subtenant for the actual out of pocket costs of the Subtenant Work within thirty (30) days after submission of evidence reasonably satisfactory to Tenant of the actual out of pocket costs incurred by Subtenant for such work. Other than the improvements described above, Subtenant shall accept, possession of the Sublease Premises in their "AS-IS" condition as the Sublease Premises exists on the date hereof. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not be unreasonably withheldrelied on any representation or warranty concerning the Sublease Premises or the Building, conditioned or delayed. 3except as expressly set forth in this Sublease. Subtenant shallacknowledges that Tenant has afforded Subtenant the opportunity for full and complete investigations, prior examinations and inspections of the Sublease Premises and the common areas of the Building. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Sublease Premises except as permitted by the provisions of this Sublease and the Master Lease and subject to the approval rights of Landlord under the Master Lease. Upon termination of this Sublease, Subtenant shall shampoo the carpets and deliver the Sublease Premises to Tenant broom clean and in the same condition as the Sublease Premises were at the commencement of Subtenant’s Work the Term hereof, reasonable wear and tear excepted. In the event that Subtenant is allowed to make any improvements or alterations to the Sublease Premises, including without limitation, additional wiring or cabling ("Alterations"), Subtenant will, at Subtenant’s its sole cost and expense, obtain remove all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant Alterations from the requirement that Subtenant’s Work comply with this Sublease Premises and all applicable laws. Sublandlord makes no warranty or representation as restore the Sublease Premises to the condition or suitability existing as of existing improvements reused by Subtenant. 6the Commencement Date, except for any Alterations which Tenant and Master Landlord agree may remain thereon. In addition, Subtenant shall make no marks or penetrations into will remove its personal property, furniture and equipment from the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7Sublease Premises upon the expiration of the term of this Sublease. If the performance of the Subtenant Improvements within the Sublease Premises "triggers" a requirement for code-related upgrades to or improvements of the Master Lease Premises or any Subtenant’s Work being performed by common areas, Tenant and Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, agree that Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account the additional cost of such Workcode-required upgrade or improvements. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. Subtenant shall perform Sublandlord hereby approves Subtenant’s Work initial improvements to the Expansion Premises (the “Sublease Expansion Improvements”) as shown on Exhibit A-5 attached hereto (the “Space Plans”); provided, however, that: (A) Sublandlord reserves the right to provide comments on Subtenant’s construction drawings based on the approved Space Plans in accordance with the terms of the Master Lease, (B) such Space Plans and the work depicted thereon are subject to Master Landlord’s review and approval, (C) to the extent Sublandlord incurs costs in connection with construction management that may be necessary due to the coordination of the construction of the Sublease Expansion Improvements with the third floor tenant, such costs shall be payable by Subtenant within thirty (30) days following receipt of a documented invoice therefor, (D) Subtenant shall be required to pay for any modification to the water system drops to cover any re-sanitization, and (E) any upgrades to the Expansion Premises that may be necessary in connection with the Sublease Expansion Improvements to the existing HVAC, electrical, plumbing, or other systems installed and operated by Sublandlord will be the responsibility of Subtenant Sublandlord’s approval of the Space Plans shall not be a representation or warranty of Sublandlord that such Space Plans are adequate for any use or comply with any law, but shall merely be the consent of Sublandlord thereto. Sublandlord’s review of the Space Plans shall not constitute an engineering design review of the feasibility of or successful implementation of the proposed Sublease Expansion Improvements. Subtenant understands and agrees that it shall be solely responsible for any and all costs, expenses and related liabilities: (x) to construct the Sublease Expansion Improvements, (y) to comply with all applicable laws, rules including without limitation the Americans with Disabilities Acts and ordinances any state disability access laws, and (“Laws”z) applicable due to Master Landlord under the Premises, terms of the Master Lease in connection with the Sublease Expansion Improvements including, without limitation, the building codes any testing of the jurisdiction in which HVAC system, air balancing reports or any restriction that may be required by Master Landlord as a condition to its consent or otherwise required pursuant to the Premises is located and all requirements terms of the American With Disabilities Act. 2. Subtenant’s Work and, except Master Lease and/or costs and expenses associated with restoring the Expansion Premises to its condition prior to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, shall be subject to the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. Subtenant shall, prior to commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity construction of the existing structural systems and components thereofSublease Expansion Improvements. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant indemnify, defend and hold Sublandlord harmless from and against, and shall use only new or like-new materials for Subtenant’s Workreimburse Sublandlord for, including improvements, equipment, trade fixtures any and all claims, losses, liabilities for damages, other fixtures. Notwithstanding the foregoingthan consequential damages, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval(including, which approval not to be unreasonably withheldwithout limitation, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant attorneys fees) resulting from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by SubtenantExpansion Improvements. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. (a) The Subtenant shall perform secure, pay for, and deliver all permits (including building permits) and certificates related to occupancy required to enable the Subtenant to conduct business in the Subleased Premises for their intended use as set forth in this Sublease, and or which may be required with respect to any work performed by or on behalf of Subtenant’s Work in accordance with all laws, rules . (b) It is agreed and ordinances (“Laws”) applicable understood that the Subtenant intends to make some initial changes to the Premises, including, without limitationSubleased Premises to make the Subleased Premises appropriate for the Subtenant's use. Prior to performing any such initial Subtenant's Work (as hereinafter defined), the building codes of the jurisdiction in which the Premises is located Subtenant, at its own cost and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to performexpense, shall be subject to have prepared and submitted, and the advance written approval by SublandlordSublandlord shall have approved in writing, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned, the plans and specifications covering such Subtenant's Work in the Subleased Premises. 3. (c) All construction by the Subtenant shall be done in a good and workmanlike manner, and in accordance with all applicable governmental building codes. (d) If any mechanic's or other lien, charge or order for payment shall be filed against the Subleased Premises, on account of work done by, or on behalf of, the Subtenant, the Subtenant shall, prior at its expense, cause the same to be discharged of record by bond or otherwise, within ten (10) days after notice to the Subtenant of the filing of such lien, and shall hold Sublandlord harmless from any losses, costs, and expenses in connection with such work. (e) Subtenant covenants to commence as soon as it is reasonably able to do so after commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity term of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and diligently prosecute to completion the work as described, specified and indicated on Exhibit C attached hereto and incorporated herein by reference (the "Subtenant's Work"). All Subtenant's Work shall be performed in a good and workmanlike manner, using only new materials or their equivalent, free and clear of all applicable lawsliens and encumbrances and Subtenant agrees that with respect to Subtenant's Work it shall comply with all reasonable procedures and regulations prescribed by Sublandlord from time to time for coordination of such work with other work in the Building. Sublandlord makes no warranty or representation as Prior to commencing any work in the condition or suitability of existing improvements reused by Subtenant. 6. Subleased Premises, Subtenant shall make no marks or penetrations into (a) file the roof, upper floor decks, exterior walls, or floors, unless requisite plans and specifications for Subtenant's Work (which shall have previously been approved by Sublandlord in advanceSublandlord, which approval shall be solely for Sublandlord's purposes and shall not be unreasonably withheldconstitute the assumption of any responsibility by Sublandlord for the accuracy or sufficiency of any such plans and specifications or the compliance thereof with any governmental or other requirements, conditioned the responsibility for all of which being solely that of Subtenant) with, and obtain all requisite approvals from, all governmental departments or delayed. 7authorities having jurisdiction and any public utility company having an interest therein and (b) deliver to Sublandlord a policy or policies of xxxxxxx'x compensation, liability and property damage insurance naming Sublandlord as an additional insured in limits as provided in Section 13. If any Subtenant covenants and agrees that it will not, in the course of the performance of Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by 's work, interfere with or hinder the operation of the Sublandlord or the business of any other tenant or otherwise occupant of the Building or any portion thereof, nor will affect Subtenant do or permit anything to be done that might create any work stoppage, picketing, or other tenant and labor dispute which might interfere with the operation of any work or activities being conducted by Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other or by any tenant, restoring said tenant’s premises to its original condition following such Workagent, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs employee or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative contractor of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 125.1 Subtenant shall furnish and install or cause to be furnished and installed Subtenant’s Work (as hereinafter defined) in accordance with the provisions of this Sublease and applicable provisions of the Primary Lease Documents. In addition to any requirements with respect to alterations under the Primary Lease Documents, Subtenant shall, at Subtenant’s cost and expense, (a) cause a licensed architect reasonably satisfactory to Sublandlord (“Subtenant’s Architect”) to prepare architectural working drawings and specifications, and cause a licensed professional engineer reasonably satisfactory to Sublandlord (“Subtenant’s Engineer”) to prepare engineering working drawings and specifications, for demolition of existing improvements in and to the Subleased Premises and all items of work and equipment, proposed to be completed as part of Subtenant’s installation to demolish the existing tenant installations and to prepare the Subleased Premises for Subtenant’s initial occupancy (“Subtenant’s Work”), and (b) submit said plans and specifications to Sublandlord for Sublandlord’s, Overlandlord’s and Master Landlord’s approval as hereinafter provided. The architectural and engineering working drawings and specifications for Subtenant’s Work caused to be prepared by Subtenant pursuant to this Article and any changes therein permitted under this Sublease which are approved by Sublandlord, Overlandlord and Master Landlord are herein referred to as “Subtenant’s Plans”. Subtenant shall perform cause Subtenant’s Plans to comply with all legal requirements. and insurance requirements herein. 25.2 Sublandlord shall approve or disapprove each portion of Subtenant’s Plans which Sublandlord has the right to disapprove pursuant to this Section 25.2 within ten (10) business days after the receipt of such portion of Subtenant’s Plans (which approval shall not be unreasonably withheld or conditioned); if Sublandlord disapproves any portion of Subtenant’s Plans, its notice of disapproval shall set forth in reasonable detail the reasons for such disapproval. In the event of Sublandlord’s disapproval, Subtenant shall have the right to resubmit Subtenant’s Plans, revised to comply with Sublandlord’s objections. Failure to approve or disapprove of Subtenant’s Plans within said ten (10) business day period (or within five (5) business days in the case of resubmitted plans which are merely refinements to previously submitted plans) shall constitute an approval by Sublandlord of such Subtenant’s Plans (or revised, resubmitted plans) if together with Subtenant’s request for approval it notifies Sublandlord that Sublandlord has the right to disapprove pursuant to this Section 25.2 and requests its approval, but such deemed approval shall not relieve Subtenant of its obligation to obtain, as a condition to proceeding with Subtenant’s Work hereunder, Overlandlord’s and Master Landlord’s prior written consent thereto in accordance with the applicable terms of the Primary Lease Documents. No approval by Sublandlord of Subtenant’s Plans shall in any way be deemed to be an agreement, acknowledgement or representation by Sublandlord that the work contemplated thereby complies with any legal or insurance requirements or that Subtenant’s Plans will be approved by Overlandlord or Master Landlord or both, the Department of Buildings of the City of New York or any other governmental agency having jurisdiction thereover. Notwithstanding the foregoing, Sublandlord shall not have the right to disapprove Subtenant’s Plans if they are approved by Master Landlord and Overlandlord, provided that Subtenant’s Plans shall not include alterations in the Subleased Premises which are vaults, penetrations of the ceiling or floor slabs, cafeterias, kitchens, bathrooms installed by Subtenant or raised computer floors or any alteration as to which Master Landlord or Overlandlord may impose an obligation on Sublandlord to remove or restore at the expiration or earlier termination of the Oxxxxxxxx. Sublandlord shall give Subtenant copies of any such plans at least ten (10) business days prior to commencing the work, even if Sublandlord’s approval is not requested pursuant to this Section 25.2, if good construction practice requires the preparation of plans and specifications for such work (or a reasonably detailed written description of such work, if plans and specifications are not so required). 25.3 Subtenant’s Work shall be performed by a general contractor or construction manager selected by Subtenant and reasonably satisfactory to Overlandlord and Master Landlord (“Subtenant’s Construction Manager”). Subtenant shall pay Sublandlord’s reasonable out-of-pocket costs in connection with the review of Subtenant’s Plans, including such costs payable to Master Landlord and Overlandlord in connection therewith. 25.4 Subtenant’s Work shall be diligently performed in a good and workmanlike manner, using new materials and equipment, in accordance with Subtenant’s Plans as approved by Sublandlord (to the extent required by Section 25.2), Overlandlord and Master Landlord, legal requirements and insurance requirements. Subtenant shall deliver to Sublandlord prior to commencement of Subtenant’s Work, (i) the most recent financial statement of Subtenant’s Construction Manager, (ii) evidence that Subtenant’s Construction Manager has had at least five years’ experience in construction management in Manhattan and (iii) a proposed budget of Subtenant’s Work. Subtenant shall deliver to Sublandlord revised budgets from time to time during the course of Subtenant’s Work. Subtenant’s Construction Manager shall not commence Subtenant’s Work in any portion of the Subleased Premises prior to the Commencement Date. In performing Subtenant’s Work, Subtenant shall comply, and cause Subtenant’s Construction Manager to comply, with Master Landlord’s rules and regulations as well as all reasonable procedures prescribed by Sublandlord, Overlandlord and Master Landlord. Subtenant shall cause Subtenant’s Construction Manager to use labor compatible with the labor performing any work in the Building, and shall cause Subtenant’s Construction Manager and such laborers to comply with Overlandlord’s, Master Landlord’s and Sublandlord’s security and site safety programs, if any, and to conduct themselves in a safe and clean manner. Subtenant shall not permit any union conflict to arise in connection with Subtenant’s Work. No fixtures, materials or equipment shall be incorporated in the Subleased Premises in connection with the performance of Subtenant’s Work which is subject to any security interest, lien, charge, mortgage or other encumbrance. Subtenant shall deliver to Sublandlord promptly after substantial completion of Subtenant’s Work, scaled and dimensioned copies of “as-built” plans for Subtenant’s Work prepared and certified by Subtenant’s Architect and electronic CADD drawings of the same (and, if required by Overlandlord, reproducible mylars). 25.5 Sublandlord agrees to reimburse Subtenant up to a maximum amount of Two Million Five Hundred and Four Thousand Dollars ($2,504,000) (“Sublandlord’s Commitment”) on account of the cost of Subtenant’s Work (excluding the telephones and other communication equipment) performed in accordance with all lawsthe provisions of this Sublease. Sublandlord’s Commitment shall be payable in the manner hereinafter provided. Subtenant agrees to pay promptly and in full the amount by which the cost of Subtenant’s Work exceeds Sublandlord’s Commitment. 25.6 It shall be a condition precedent to each payment by Sublandlord of Sublandlord’s Commitment that Subtenant shall have submitted to Sublandlord written requisitions therefor, rules each in an amount not less than $100,000.00 (except for the final payment), signed by Subtenant (together with a certificate from Subtenant’s supervising architect and ordinances (“Laws”) applicable Subtenant’s general contractor on AIA forms G702 and G703 in regard to any such work under their supervision), such requisition by Subtenant to state that with respect to the Premisesamount sought by each such requisition: (a) all work performed to the date of such requisition is in compliance with all legal requirements, including, without limitation, the building codes New York City Department of Buildings, and with all the jurisdiction terms and provisions of this Sublease, (b) such amount represents, in the aggregate, work actually furnished and in place at the Subleased Premises or services actually rendered and the reasonable value of such work, material or services is not less than the amount stated in the requisition, (c) such amount does not, in whole or in part, represent work, services or materials for which the Premises is located and a prior requisition has been made or for which Subtenant has been paid out of funds obtained on a prior requisition, (d) all requirements of the American With Disabilities Act. 2. contractors, subcontractors, materialmen or others who have performed work or furnished services or materials in connection with Subtenant’s Work andhave been paid by Subtenant in full (less, except with respect to construction costs, customary retainage of not less than ten percent (10%)) for all work performed and materials or services furnished up to the extent as may date of such requisition, attached to which certificate shall be specifically otherwise provided in lien waivers evidencing and acknowledging all such payments, (e) a certificate from Subtenant’s architect setting forth such architect’s good faith estimate of the Subleasetotal cost of Subtenant’s Work (including, all subsequent work in without limitation, the Premises soft costs) (the “Total Cost”) and the remaining cost to complete Subtenant’s Work (including, without limitation, the soft costs) (the “Remaining Cost”) which Subtenant may wish to perform, Total Cost and Remaining Cost shall be subject to the advance written approval by Sublandlord’s verification thereof and which Total Cost and Remaining Cost shall be adjusted from time to time as such Total Cost and Remaining Cost changes, which approval shall not be unreasonably withheld, conditioned or delayed.and 3. Subtenant shall, prior to commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loadsf) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in further certify that: (i) there are no mechanics’ liens or orders for the payment of money against the Building or Subleased Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for arising out of Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned (ii) there is no monetary or delayed, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with material non-monetary default under this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Subtenant. 6Sublease. Subtenant shall make no marks furnish to Sublandlord with such requisition proof reasonably satisfactory to Sublandlord that Subtenant shall have complied with the payment requirements of subsection (d) above, including, without limitation, invoices, vouchers, bills, statements, lien waivers and/or receipts of the person or penetrations into entities performing the roofwork, upper floor decks, exterior wallsfurnishing the materials or rendering the services covered by the requisition, or floorsphotostatic copies thereof (other than materialmen with whom Subtenant has not directly contracted). 25.7 Notwithstanding anything to the contrary contained in Section 25.6: (a) Sublandlord shall be under no obligation to make any payment hereunder if there exists a monetary or material non-monetary default by Subtenant in any of the terms, unless approved covenants, conditions or agreements on Subtenant’s part to be performed or observed under or relating to this Sublease, until such default is cured by Subtenant; (b) Sublandlord shall make disbursements of Sublandlord’s Commitment to Subtenant from time to time, within twenty (20) business days after final receipt of each requisition submitted with required materials included in advancecompliance with in Section 25.6, which approval but in no event more frequently than once per calendar month. (c) Sublandlord shall not be unreasonably withheld, conditioned obligated to disburse any portion of Sublandlord’s Commitment unless and until the Remaining Cost as adjusted from time to time and verified by Sublandlord pursuant hereto shall equal or delayedbe less than Sublandlord’s Commitment which has not been disbursed pursuant to this Section. 7. If any Subtenant(d) Sublandlord’s Work being performed by obligation to disburse the final ten (10%) percent of Sublandlord’s Commitment to Subtenant pursuant to connect this Section 25 shall also be subject to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such satisfaction of the following additional conditions: within thirty (30) days after completion of the Subtenant’s Work, Subtenant shall deliver to Sublandlord (A) general releases and waivers of lien from all contractors, subcontractors and materialmen (but same shall not be responsible for coordinating such Work required from materialmen with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said whom Subtenant has not directly contracted) involved in the performance of the Subtenant’s personal property Work and compensating said the materials furnished in connection therewith, (B) a certificate or “sign-off” of the New York City Department of Buildings to the effect that after an inspection by the New York City Department of Buildings and each other tenant applicable governmental authority that Subtenant’s Work complies with the rules and regulations of the New York City Department of Buildings, and (C) a certificate from Subtenant’s independent architect certifying that (i) the Subtenant’s Work has been completed in accordance with this Sublease, all legal requirements and the plans and specifications therefor approved by Sublandlord and (ii) all contractors, subcontractors and materialmen have been paid for any costs or expenses incurred by it on account of Subtenant’s Work and materials furnished through such Workdate. 8. (e) If within one (1) year after the Commencement Date, Sublandlord’s Commitment has not been completely requisitioned in accordance with the provisions of this Section, then, notwithstanding the provisions of this Section 25.7 and notwithstanding Subtenant’s further requisitions therefor, Sublandlord shall not be required to make any further disbursements pursuant to this Section 25.7. 25.8 It is expressly understood and agreed that Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord mayexpeditiously complete, at its electionsole cost and expense, require testing as Subtenant’s Work, whether or not Sublandlord’s Commitment is sufficient to fund such completion and notwithstanding the affect provisions of this Article. Any costs to complete Subtenant’s Work on in excess of Sublandlord’s Commitment shall be the structural components sole responsibility and obligation of Subtenant. 25.9 Subtenant shall, at its cost and expense, file Subtenant’s Plans (if required) with the Department of Buildings of the building (the “Building”) and/or the Premises City of New York and major Building systems (i.e.any other governmental authority having jurisdiction thereover and take whatever action is necessary to obtain and maintain all necessary permits, fire/life safety issues, code compliance, authorizations and plumbing approvals from such Department and electrical systems)such other governmental authorities for Subtenant’s Work, and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect deliver copies of all of such permits, authorizations and approvals to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. 25.10 Notwithstanding anything to the contrary in this Article, if (a) Subtenant acknowledges that fails to remedy within five (5) days after notice and demand any failure to (i) pay any amount required to be paid under this Article when such amount is due or (ii) maintain the insurance required to be maintained hereunder or (b) Subtenant fails to perform its other obligations in accordance with this Article within fifteen (15) days after notice and demand (or such longer period as may be required if such failure cannot be cured within such fifteen (15) day period, provided Subtenant commences to cure such failure within such fifteen (15) day period and thereafter diligently proceeds to cure same), or (c) any monetary default under this Sublease Commencement Date continues beyond the applicable grace period, then, in any such event, at Sublandlord’s option, Sublandlord may do all or any of the following: (1) Sublandlord may proceed with all of its rights and remedies provided in this Sublease for a default by Subtenant, (2) Sublandlord shall not be delayed due solely required to pay or credit any sums to be paid or credited as part of Sublandlord’s Commitment hereunder, and/or (3) Sublandlord may terminate this Sublease without liability therefor, in which latter event Subtenant shall remain liable to Sublandlord for the damages provided for hereunder. Sublandlord shall not be required to pay to Subtenant or give Subtenant credit for any portion of Sublandlord’s Commitment while Subtenant is in default hereunder beyond any applicable grace period. If Sublandlord shall terminate this Sublease under this Article or any other applicable provision of this Sublease, then, in addition to all of Sublandlord’s rights and remedies provided for in this Sublease, Subtenant shall assign all of its rights to Subtenant’s Plans to Sublandlord and Subtenant shall no longer be entitled to the fact that Subtenantthen outstanding balance of Sublandlord’s Work has not been completed by such dates Commitment and Sublandlord shall have no further obligation at any time to pay to Subtenant or due solely to give Subtenant credit for the fact that Subtenant is not open for business as amount of such datesbalance.

Subtenant’s Work. 1All work in or about the Premises which is not ---------------- within the scope of the work necessary to construct and install the Improvements, such as delivering and installing furniture, telephone equipment, trade fixtures, wiring and office equipment, shall be furnished and installed by Subtenant at Subtenant's cost and expense and shall be governed by Section 7.3 of the Master Lease (as incorporated into the Sublease). Subtenant shall perform Subtenant’s Work adopt a schedule, approved in accordance advance by Sublandlord, for performing such additional work consistent with all laws, rules the schedule of Contractor and ordinances shall see that such work is conducted in such a manner as to maintain harmonious labor relations (“Laws”including the use of union labor) applicable and as not to interfere unreasonably with or to delay the work of constructing or installing the Subtenant Improvements. Sublandlord shall give access and entry to the Premises, including, without limitation, Premises to Subtenant and its contractors performing such additional work and shall give reasonable opportunity and time to enable Subtenant and such contractors to perform and complete such work. Upon and following any entry into the building codes Premises by Subtenant prior to the Commencement Date of the jurisdiction in which the Premises is located and Lease Term, Subtenant shall perform all requirements of the American With Disabilities Act. 2obligations pertaining to insurance, indemnity, compliance with laws and hazardous materials and Utility Installation, Trade Fixtures and Alterations. Subtenant’s Work andIn addition to the indemnity obligations under the Lease, and except to the extent as may be specifically otherwise provided in caused by the Subleaseactive or gross negligence or willful misconduct of Sublandlord or any of its agents, employers or contractors, Subtenant shall indemnify, defend and protect Sublandlord and hold Sublandlord harmless from any and all subsequent work claims, proceedings, loss cost, damage death of persons or damage to property occurring or resulting directly from the presence in the Premises which or the Building of Subtenant may wish or its representatives in or about the Premises or Building during the construction period, such indemnity to performinclude without limitation the obligation to provide all costs of defense against any such claims, but shall be subject to the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3waiver of subrogation provisions of the Master Lease as incorporated into the Sublease. Subtenant shall, prior to commencement All such additional work and Subtenant's use of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Subtenant. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant purposes shall be responsible for coordinating such Work performed in accordance with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Workthe Lease. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. (a) Subtenant shall not perform Subtenant’s Work in accordance with all laws, rules and ordinances (“Laws”) applicable or cause to the Premises, including, without limitation, the building codes of the jurisdiction in which be performed any work at the Premises is located without Sublandlord's and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, shall be subject to the advance Landlord's prior written approval by Sublandlordconsent, which approval consent shall not be unreasonably withheld. All of Subtenant's work shall be performed in accordance with the terms of the Prime Lease, conditioned or delayedincluding without limitation, Section 9 thereof, and all of Subtenant's work shall be completed in a good, workmanlike and first-class manner. Sublandlord shall assist Subtenant in securing Landlord's consent for any such work. Provided Subtenant gives Landlord prior written notice, Subtenant may perform in the Premises, without obtaining Landlord's prior written consent, minor, non-structural alterations of a decorative nature which are reasonably comparable to the colors and finishes in the Premises as of the date of this Sublease and which do not require a building permit. 3. (b) Subtenant shall, prior shall have the right to commencement install a key card security system to the perimeter doors and entrances of Subtenant’s Work and the Premises at Subtenant’s 's sole cost and expense, obtain all required building provided however that such right shall be subject to Landlord's consent pursuant to Section 10 of Exhibit B ("Rules and other permits and post said permits Regulations") of the Prime Lease. (c) Sublandlord shall make available to Subtenant for purposes of identifying the Premises a portion of a monument sign, so called, at the Premises and an interior lobby sign in the second floor lobby, provided however, that all costs associated with this provision shall be paid by Subtenant. Such signage shall be of comparable size and location as requiredSublandlord's subject to Subtenant's approval, Landlord's approval and applicable municipal regulations. 4. The loads imposed by Subtenant’s Work (including dead d) Subtenant and live loads) Sublandlord shall not exceed cooperate so that both parties have access to and efficient use of all telephone, data, network, fiber optic and T-1 line access at the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayedPremises, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. however, Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Subtenant. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedureeach secure their own systems at their respective locations and at their own cost. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. (a) Subtenant shall perform Subtenant’s Work make no improvements, changes, additions, replacements, or alterations in accordance with all laws, rules and ordinances to or about the Subpremises (“Laws”) applicable to the Premises, including, without limitation, the building codes of the jurisdiction in which the Premises is located and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, shall be subject to the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. Subtenant shall, prior to commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding ”) without the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval consent in each instance of Tenant (Xxxxxx’s consent not to be unreasonably withheld, conditioned or delayed) and Landlord, provided that said approval in each instance if and to the extent such consent is required per the terms of the Lease (as incorporated herein), and otherwise in strict compliance with all of the applicable provisions of the Lease. All actual out-of-pocket costs incurred by Tenant in reviewing Subtenant’s plans and documentation in accordance with Section 5.02(B) of the Lease (as incorporated herein by reference), together with any payments required to be paid by Tenant to Landlord pursuant to the Lease with respect to Subtenant’s Work, shall be reimbursed to Tenant by Subtenant, as Additional Rent, within thirty (30) days after Subtenant’s receipt of Tenant’s statement therefor. Any insurance required to be maintained under the Lease in no manner relieve Subtenant from the requirement that connection with any such Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation shall also name Tenant as to the condition or suitability of existing improvements reused by Subtenantan additional insured. 6. (b) Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If acknowledges that either Landlord and/or Tenant may condition its consent to any Subtenant’s Work being to the requirement that Subtenant remove and restore Subtenant’s Work performed by Subtenant prior to connect the end of the Term, provided Xxxxxx’s right to utilities requires access through space occupied so condition its consent shall only apply to the extent a default by Subtenant results in the early termination of this Sublease or in the event this Sublease is terminated prior to the scheduled expiration as a result of Subtenant’s exercise of its Termination Right set forth above in Paragraph 2(c). Any failure of Subtenant to comply with the provisions of this Paragraph 23(b) shall expose Subtenant to holdover liability (including, without limitation, consequential damages) as if Subtenant engaged in a holdover under the provisions of Paragraph 22 above to the extent a holdover arises with respect to failure or delay in removing or restoring any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1. Subtenant shall perform Subtenant’s Work in accordance with all lawsAny alterations, rules and ordinances (“Laws”) applicable modifications, or changes of any ---------------- kind to the PremisesSubleased Premises (any such work, including, without limitation, the building codes of the jurisdiction in which the Premises is located and all requirements of the American With Disabilities Act. 2. "Subtenant’s Work and, except to the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, 's Work") shall be subject to the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. Subtenant shall, 's prior to commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned and shall be performed in a good and workmanlike manner, using only new materials or delayedtheir equivalent, provided that said approval shall free and clear of all mechanics' liens and encumbrances, and in no manner relieve Subtenant from the requirement that Subtenant’s Work comply compliance with this Sublease all Laws and all applicable lawsrequirements of the Prime Lease. Sublandlord makes no warranty hereby consents to the installation of a door between the Subleased Premises and the adjoining space leased by Subtenant, subject to Subtenant's compliance with the other requirements of this paragraph. Prior to commencing any work in the Subleased Premises, Subtenant shall (i) file the requisite plans and specifications for Subtenant's Work (which shall have been approved in writing by Sublandlord) with, and obtain all requisite approvals from, Prime Landlord and all governmental departments or representation authorities having jurisdiction and any public utility company having an interest therein and (ii) deliver to Sublandlord a policy or policies of xxxxxxx'x compensation, liability, property damage and builder's risk insurance (if applicable) naming Sublandlord and Prime Landlord as an additional insured as to liability, property damage, and builder's risk, with limits for all policies as required by the condition or suitability of existing improvements reused Prime Lease. Subtenant agrees that it will cause its contractors and subcontractors to confine their activities to the construction staging area reasonably designated by Subtenant. 6Sublandlord. Subtenant shall make no marks or penetrations into conduct its construction in a manner calculated to cause the roofleast possible interference to the operations in the remainder of the Building. Subtenant shall, upper floor decksduring the construction, exterior walls, or floors, unless approved by Sublandlord in advance, which approval maintain one trash dump site within the construction staging area and shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant require its contractors to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved deposit all debris at such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8site. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other cause such devices in the Premises. 9trash to be removed as necessary. Sublandlord may, at its election, require testing as Subtenant agrees to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate comply with any reasonable testing procedure. 10. No approval from requirements which Sublandlord may impose with respect to any aspect the performance of Subtenant’s 's Work which are reasonably necessary for the safety and convenience of the other occupants of the Building and the employees and invitees thereof but Subtenant alone shall be valid unless solely responsible and liable for all loss or damage, including bodily injury, in writing connection with Subtenant's Work suffered by Subtenant, its agents, contractors, and signed by an authorized representative of Sublandlordtheir respective employees and invitees. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1(a) The Subleased Premises shall be left in a clean and broom swept condition, reasonable wear and tear excepted. Notwithstanding, all Machinery and Equipment located at the Premises that were transferred to the Sublandlord pursuant to a Share Purchase Agreement dated April 21, 2015, shall left at the Premises. Subtenant is permitted to utilize all fixtures, machinery and equipment at the Premises during the term of the Sublease and shall perform ensure that they are all in good working order at the termination of the Sublease. (b) Any work (the “Subtenant’s Work”) required by the Subtenant to ready the Subleased Premises for its business shall be completed in compliance with the provisions of the Lease and shall require the Landlord’s and Sublandlord’s prior written consent. The Subtenant will not be permitted to enter the Subleased Premises for the purpose of fixturing until: (i) the Subtenant has provided the Sublandlord and Landlord all certificates of insurance required by this Sublease; and (ii) the Landlord and Sublandlord have approved the Subtenant’s Work. (c) The Subtenant shall complete the Subtenant’s Work in a good and workmanlike fashion, in accordance with all laws, rules applicable laws and ordinances (“Laws”) applicable regulations and the approved plans; and not permit nor suffer any liens to remain registered against title to the Subleased Premises, including, without limitation, . The Subtenant shall be responsible at its cost for the building codes design and construction of the jurisdiction in which the Premises is located and all requirements of the American With Disabilities ActSubtenant’s Work. 2. Subtenant’s Work and, except to (d) The Subtenant hereby acknowledges and agrees that during such fixturing period the extent as may be specifically otherwise provided in the Sublease, all subsequent work in the Premises which Subtenant may wish to perform, Sublandlord shall be subject entitled to access the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. Subtenant shall, prior to commencement Subleased Premises for the purpose of Subtenant’s Work inspecting and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at supervising the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions without this constituting a re-entry or a breach of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall any covenant for quiet enjoyment contained in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused implied by Subtenantlaw. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”e) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of All Subtenant’s Work shall be valid unless undertaken; (i) as expeditiously as possible, in writing a good and signed by an authorized representative workmanlike manner and with first-class new materials, (ii) in compliance with such reasonable rules and regulations as the Sublandlord or Landlord or their respective agents or contractors may make; (iii) in a manner as will not interfere unreasonably with the business of the Sublandlord; (iv) in accordance with the applicable requirements of all regulatory authorities having jurisdiction with respect thereto; and (v) so as not to interfere with the ability of the Sublandlord’s producer’s license application under the MMPR Program. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by such dates or due solely to the fact that Subtenant is not open for business as of such dates.

Subtenant’s Work. 1A. Sublessor and Subtenant have attached the Subtenant's Sealed Construction Plan (the "Subtenant's Work Letter") as Exhibit B, describing the Subtenant's Work (the "Subtenant's Work") to be performed to the Subleased Premises by Sublessor on behalf of Subtenant at Sublessor's expense. All work described in the Subtenant's Plan shall be performed by an architect and general contractor pre-approved by the Sublessor and Subtenant pursuant to plans and specifications mutually approved and signed by the parties, which are attached as Exhibit B. The Subtenant's Work must be performed and completed in a manner reasonably satisfactory to Subtenant. B. Subtenant has inspected the Subleased Premises and accepts the same "as is" in their presently existing condition, and Sublessor shall have no obligation to perform any work in order to prepare the Subleased Premises for Subtenant's occupancy other than as set forth in Exhibit B. C. Subtenant shall perform Subtenant’s Work occupy the Subleased Premises promptly after the same are Ready for Occupancy (as defined in accordance with all laws, rules Section 1.01(Z) of the Main Lease) and ordinances (“Laws”) applicable possession thereof is delivered to Subtenant by Sublessor giving to Subtenant written notice of such effect. Except as expressly provided to the Premisescontrary in this Sublease, with the exception of latent defects, the taking of possession by Subtenant of the Subleased Premises shall be conclusive evidence as against Subtenant that the Subleased Premises and the Building were in good and satisfactory condition at the time such possession was taken, subject to the provisions of Subparagraph 31(D) below. D. If the substantial completion of the Subtenant's Plan is delayed due to any act or omission of Subtenant or any of its employees, agents or contractors (including, without limitation, the building codes of the jurisdiction (i) any delays due to changes in which the Premises is located and all requirements of the American With Disabilities Act. 2. Subtenant’s Work and, except or additions to the extent as may be specifically otherwise provided Subtenant's Plan or (ii) any delays by Subtenant in the Subleasesubmission of plans, all subsequent work drawings, specifications or other information or in approving any additional drawings or estimates or in giving any authorization or approvals), then the Subleased Premises shall be deemed Ready for Occupancy on the date when they would have been ready but for such delay(s). The Subleased Premises shall be conclusively presumed to be in satisfactory condition on the Commencement Date except for the minor or insubstantial details of which Subtenant may wish to perform, shall be subject to gives Sublessor notice within 30 days after the advance written approval by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. Subtenant shall, prior to commencement of Subtenant’s Work and at Subtenant’s sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Subtenant’s Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Subtenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Subtenant shall use only new or like-new materials for Subtenant’s Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Subtenant may reuse portions of existing improvements subject to Sublandlord’s prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Subtenant from the requirement that Subtenant’s Work comply with this Sublease and all applicable laws. Sublandlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Subtenant. 6. Subtenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Sublandlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Subtenant’s Work being performed by Subtenant to connect to utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Sublandlord has approved such Subtenant’s Work, Subtenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant’s premises to its original condition following such Work, repairing any damages to said Subtenant’s personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Subtenant shall retain Sublandlord’s and/or Master Lessor’s identification signs or, at Subtenant’s cost, provide new signs for Sublandlord’s and/or Master Lessor’s utilities, valves, and other such devices in the Premises. 9. Sublandlord may, at its election, require testing as to the affect of Subtenant’s Work on the structural components of the building (the “Building”) and/or the Premises and major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Subtenant shall cooperate with any reasonable testing procedure. 10. No approval from Sublandlord with respect to any aspect of Subtenant’s Work shall be valid unless in writing and signed by an authorized representative of Sublandlord. 11. Subtenant acknowledges that the Sublease Commencement Date shall not be delayed due solely to the fact that Subtenant’s Work has not been completed by specifying such dates or due solely to the fact that Subtenant is not open for business as of such datesdetails with reasonable particularity.