FREEZER FARM ENTIRELY INCLUDING REMOVAL OF ALL EQUIPMENT THEREFROM AND HAS
DELIVERED SAME TO SUBTENANT IN BROOM CLEAN CONDITION AND SUBLANDLORD HAS
PERFORMED ALL OBLIGATIONS REQUIRED OF IT TO BE PERFORMED UNDER SECTION 29.31.7
OF THE OVERLEASE (THE "FREEZER FARM VACATE DATE").
SUBLANDLORD SHALL REMOVE THE
FREEZERS IN ACCORDANCE WITH ALL APPLICABLE
FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS, BY NO LATER THAN DECEMBER 31,
2008, BUT SHALL HAVE UNTIL JANUARY 15, 2009 TO COMPLETE ITS OBLIGATIONS UNDER
SECTION 29.31.7 OF THE OVERLEASE WITH RESPECT TO THE FREEZER FARM AND SHALL
PROVIDE COPIES OF THE DE-COMMISSIONING CERTIFICATE AND ANY REPORTS RELATED
THERETO TO SUBTENANT AND OVERLANDLORD PROMPTLY AFTER RECEIPT.
SUBLANDLORD WILL
USE COMMERCIALLY REASONABLE EFFORTS TO REMOVE THE FREEZERS BY DECEMBER 15, 2008,
BUT SUBLANDLORD'S FAILURE TO REMOVE SAID FREEZERS BY DECEMBER 15, 2008 SHALL NOT
BE A BREACH OF, OR DEFAULT UNDER, THIS SUBLEASE.
NOTWITHSTANDING ANY PROVISION
CONTAINED HEREIN TO THE CONTRARY, SUBLANDLORD SHALL PAY SUBTENANT A PENALTY OF
$500.00 PER DAY FOR EACH DAY BEYOND JANUARY 15, 2009, WHICH ELAPSES WITHOUT THE
CONDITIONS SET FORTH IN CLAUSE (II) OF THIS SECTION 30(B) HAVING BEEN MET, AND
SUBTENANT SHALL BE ENTITLED TO DEDUCT THE ACCRUED AND UNPAID DOLLAR AMOUNT OF
SUCH PENALTY FROM EACH PAYMENT OF MONTHLY BASE RENT DUE FROM SUBTENANT TO
SUBLANDLORD HEREUNDER PROVIDED THAT IN NO EVENT SHALL SUCH PENALTY EXCEED THE
COST OF REMOVING THE FREEZERS AND COMPLYING WITH THE OBLIGATIONS UNDER
SECTION 29.31.7 OF THE OVERLEASE.
IN THE EVENT THAT SUBLANDLORD HAS FAILED TO
REMOVE THE FREEZERS FROM THE FREEZER FARM BY JANUARY 15, 2009, THEN SUBTENANT
SHALL ENTER THE FREEZER FARM AND REMOVE THE FREEZERS, PROVIDED SUBTENANT USES
REASONABLE CARE AND DOES NOT COMMIT WASTE IN SO DOING.
IN THE EVENT SUBTENANT
PERFORMS THE REMOVAL OBLIGATIONS AS SET FORTH HEREIN, SUBTENANT SHALL DO SO IN
ACCORDANCE WITH SECTIONS 15.2 AND 29.31.7 OF THE OVERLEASE, AS MODIFIED BY THE
TERMS HEREIN.
IN THE EVENT THAT ANY ENVIRONMENTAL CONTAMINATION CREATED OR
CAUSED BY SUBLANDLORD'S POSSESSION OR USE OF THE PREMISES (THE "CONTAMINATION")
IS DISCOVERED DURING SUBTENANT'S PERFORMANCE OF THE OBLIGATIONS OF THIS
SECTION 30, OVERLANDLORD AND SUBLANDLORD SHALL HOLD SUBTENANT HARMLESS AND SHALL
RELEASE SUBTENANT FROM ALL LIABILITY CREATED OR CAUSED BY THE CONTAMINATION.
SUBTENANT SHALL BE RESPONSIBLE FOR PAYMENT OF UP TO $35,000 FOR COSTS ASSOCIATED
WITH THE PERFORMANCE OF THE OBLIGATIONS SET FORTH ABOVE ("SUBTENANT'S
CONTRIBUTION"), WITH THE EXCEPTION OF DAMAGE TO THE PREMISES OR THE PROPERTY
CAUSED BY SUBTENANT'S REMOVAL OF THE FREEZERS FROM THE FREEZER FARM FOR WHICH
SUBTENANT SHALL REMAIN RESPONSIBLE FOR RESTORATION OF ANY SUCH DAMAGE.
IN THE
EVENT OVERLANDLORD IS UNABLE TO CAUSE SUBLANDLORD TO PERFORM ITS OBLIGATIONS
UNDER THE OVERLEASE, OVERLANDLORD SHALL REMEDIATE THE PREMISES, INCLUDING ANY
CONTAMINATION, BUT HEREBY RESERVES ALL REMEDIES OVERLANDLORD MAY HAVE AGAINST
SUBLANDLORD UNDER ALL APPLICABLE LAWS.
SUBTENANT UNDERSTANDS THAT SUBTENANT'S
INITIAL ALTERATIONS AS RELATED TO THE FREEZER FARM SHALL NOT COMMENCE UNTIL
SUBLANDLORD, SUBTENANT, AND/OR OVERLANDLORD HAS PERFORMED, TO OVERLANDLORD'S
SATISFACTION, ALL OBLIGATIONS UNDER SECTION 29.31.7 OF THE OVERLEASE.
SUBLANDLORD