Common use of Holding Over Clause in Contracts

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of the Term hereof, with or without the express or implied consent of Landlord, Tenant shall become and be only a tenant at sufferance at a daily rent equal to one-thirtieth of the greater of (a) the then prevailing monthly fair market rental rate as determined by Landlord in its sole and absolute discretion, or (b) one hundred fifty percent (150%) of the monthly installment of Base Rent (and estimated Additional Rent payable under Paragraph 3.2) payable by Tenant immediately prior to such expiration or termination which rate shall be applicable during the first two (2) months of Tenant's holding over and two hundred percent (200%) of the monthly installment of Base Rent (and estimated Additional Rent payable under Paragraph 3.2) payable by Tenant immediately prior to such expiration or termination which rate shall be applicable thereafter, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable, as reasonably determined by Landlord. Neither any provision hereof nor any acceptance by Landlord of any Rent after any such expiration or earlier termination (including, without limitation, through any "lockbox") shall be deemed a consent to any holdover hereunder or result in a renewal of this SubleaseLease or an extension of the Term, Sublandlord may exercise or any waiver of any of Landlord's rights or remedies with respect to such holdover. Notwithstanding any provision to the contrary contained herein, (i) Landlord expressly reserves the right to require Tenant to surrender possession of the Premises upon the expiration of the Term or upon the earlier termination hereof or at any time during any holdover, and all remedies available the right to it assert any remedy at law or in equity to recover possession of the Premisesevict Tenant and collect damages in connection with any such holdover, and Subtenant (ii) Tenant shall indemnify indemnify, defend and hold Landlord harmless Sublandlord in respect of from and against any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other claims, demands, actions, proceedings, losses, damages, costsliabilities, liabilities or expenses (including obligations, penalties, costs and expenses, including, without limitation, all lost profits and other consequential damages, attorneys' fees) , consultants' fees and court costs incurred or suffered by Sublandlord in respect or asserted against Landlord by reason of SubtenantTenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of failure to surrender the Premises after on the expiration of this Sublease or after earlier termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for Lease in accordance with the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination provisions of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of SubtenantIf Tenant, with Xxxxxxxx's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming byconsent, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease Expiration Date, such possession by Tenant shall be deemed to be a month‑to‑month tenancy terminable on 30‑days' written notice given at any time by Landlord or after termination of this Sublease Tenant. During any such month‑to‑month tenancy, or Subtenantany other holdover tenancy which is without Landlord's right to possessionconsent, Subtenant Tenant shall pay, as minimum damages and not as a penaltyBasic Monthly Rent, monthly rental at a rate equal to (1i) for the first thirty days of holding over, 125103% of the greater of (i) the rate of Base Basic Monthly Rent and Additional Rent payable by Subtenant hereunder in effect immediately prior to the Expiration Date for the first two (2) months of such holdover tenancy in the event that Tenant has provided Landlord with a minimum of 9 months’ written notice of such intent (should Tenant fail to provide Landlord with such notice, Tenant shall be American Assets Trust – Lease Form 1/31/2023 required to pay 150% of the Basic Monthly Rent in effect immediately prior to the Expiration Date), and 150% of the Additional Rent in effect immediately prior to the Expiration Date; which rental amount Tenant acknowledges is fair and reasonable under all of the facts and circumstances existing as of the date of this Lease. All provisions of this Lease except for those pertaining to Term shall apply to any such tenancy. If Tenant holds over after the Expiration Date without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, at a rental rate equal to 150% of the Basic Monthly Rent and 150% of the Additional Rent in effect immediately prior to expiration of the Term (prorated on a daily basis), and otherwise subject to the terms, provisions, and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute consent to a holdover tenancy hereunder or result in a renewal. The foregoing provisions this Paragraph 23.2 are in addition to, and do not affect, Landlord's right of re-entry or any rights of Landlord hereunder or as otherwise provided by Laws. Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon expiration or other termination of this Sublease Lease. The provisions of this Paragraph 23.2 shall not be considered to limit or constitute a waiver of Subtenant's right to possession, any other rights or (ii) the rate remedies of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior Landlord provided in this Lease or at Laws or equity. In addition to the expiration or other termination of this Sublease or of Subtenant's right foregoing, if Xxxxxx fails to possessionsurrender the Premises to Landlord on the Expiration Date in the condition required by Paragraph 23.1, above, Tenant shall indemnify, defend, and (2) thereafterhold harmless Landlord from and against all actions, 150% of the greater of (i) the rate of Base Rent demands, liabilities, damages, losses, costs, expenses, attorneys’ fees and Additional Rent payable costs, and claims resulting from such failure, including, without limitation, any claim for damages made by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancysucceeding tenant.

Holding Over. Subtenant shall have no right to occupy If Tenant holds over in the Premises or any portion part thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise such tenancy shall not constitute a renewal or extension of the Lease and shall be construed to be a tenancy from month to month on the same terms and conditions contained herein, except that Base Monthly Rent shall be payable at an amount equal to (i) one hundred twenty-five percent (125%) of the Base Monthly Rent payable during the last full calendar month of the Lease Term for the first three (3) months of such holdover, and (ii) one hundred fifty percent (150%) thereafter. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and all remedies available Landlord expressly reserves the right to it at law or in equity require Tenant to recover surrender possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord Premises to Landlord as provided in respect of any and all holdover charges or penalties imposed under the Prime this Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of Subtenant's right to possessionany other rights or remedies of Landlord provided under this Lease or at law. If Tenant holds over without Landlord’s express written consent, or (ii) the rate and tenders payment of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to any period beyond the expiration or other earlier termination of this Sublease the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of Subtenant's right such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provide Landlord refunds such payment to possessionTenant promptly upon learning that such check has been cashed or wire transfer received. Additionally, and (2) thereafter, 150% of in the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to event that upon the expiration or other earlier termination of this Sublease the Lease, Tenant has not fulfilled its obligation with respect to repairs and cleanup of the Premises or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or any other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed Tenant obligations as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant’s sole cost and expense, and any time required by Landlord to complete such obligations shall be deemed considered a period of holding over and the terms of this Article 16 shall apply. Tenant acknowledges that any holding over in the Premises by Tenant without Landlord’s express written consent may compromise or otherwise affect Landlord’s ability to create enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and deliver the Premises to Landlord upon the expiration or earlier termination of this Lease, in addition to any month other liabilities to month Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against any and all claims and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to vacate and deliver, and any losses suffered by Landlord, including lost profits, resulting therefrom. Tenant agrees that any proceedings necessary to recover possession of the Premises from Tenant, whether before or other tenancyafter the expiration or earlier termination of this Lease, shall be considered an action to enforce the terms of this Lease for purposes of die awarding of any attorneys’ fees in connection therewith.

Holding Over. Subtenant If Tenant holds over after the expiration of the Lease Term with the express written consent of Landlord, such tenancy shall have no be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate of one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. If Tenant holds over after the expiration of the Lease Term without the express written consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case daily damages in any action to recover possession of the Premises shall be calculated at a daily rate equal to the greater of (i) one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease (calculated on a per diem basis) or (ii) the fair market rental rate for the Premises as of the commencement of such holdover period. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to occupy require Tenant to vacate and deliver possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant holds over without Landlord's express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord's express written consent may compromise or otherwise affect Landlord's ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and deliver the Premises prior to the date that is the later of (i) thirty (30) days after the termination or expiration of this Lease, and (ii) thirty (30) days after Landlord's notification to Tenant that Landlord has reached agreement with a third-party for occupancy of the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right thereof, then, in addition to possession in consequence of an Event of Default hereunderany other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims made by any succeeding tenant founded upon such failure to vacate and deliver, and any losses suffered by Landlord, including lost profits, resulting from such failure to vacate and deliver. In the event Subtenant or Tenant agrees that any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney's fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease the Lease Term with the express written consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or after termination an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to one hundred twenty-five percent (125%) of this Sublease or the Base Rent applicable during the last calendar month of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over Lease Term during the first three (including removal of all personal property and fixtures required to be removed and returning 3) months immediately following the Premises to Sublandlord in the condition required hereunder) by the Expiration Date expiration or earlier termination of the Lease Term, or Option Term, if applicable, and one hundred fifty percent (150%) thereafter. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. If Tenant holds over after the expiration of the Lease Term without the express written consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case daily damages in any action to recover possession of the Premises shall be calculated at a daily rate equal to one hundred twenty-five percent (125%) the Base Rent applicable during the last calendar month of the Lease Term during the first three (3) months immediately following the expiration or earlier termination of the Lease Term, or Option Term, if applicable, and one hundred fifty percent (150%) thereafter. Nothing contained in this SubleaseArticle 16 shall be construed as consent by Landlord to any holding over by Tenant, Sublandlord and Landlord expressly reserves the right to require Tenant to vacate and deliver possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant holds over without Landlord’s express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord’s express written consent may exercise compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and deliver the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all remedies available claims made by any succeeding tenant founded upon such failure to it at law or in equity vacate and deliver for more than thirty (30) days, and any losses suffered by Landlord, including lost profits, resulting from such failure to vacate and deliver. Tenant agrees that any proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney’s fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration Term expires or is otherwise terminated without executing a new lease but with Landlord's prior written consent, then unless provided otherwise by Landlord in such written consent (a) Tenant is deemed to be occupying the Premises as a tenant from month-to-month, subject to all provisions, conditions and obligations of this Sublease or after termination of this Sublease or Subtenant's right Lease applicable to possessiona month-to-month tenancy, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate (b) Basic Rent during the holdover period will equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Basic Rent payable by Subtenant hereunder immediately prior to Tenant in the expiration last Lease Year of the Term or other termination of this Sublease or of SubtenantLandlord's right to possession, or (ii) the rate of base then current basic rent and additional rent payable by Sublandlord for the PremisesPremises according to Landlord's rental rate schedule for prospective tenants, on a square footage basis, immediately prior (c) Tenant will also pay Tenant's Share of Excess Property Expenses and all other Additional Rent applicable to the expiration or other termination of such holdover period as described in this Sublease or of Subtenant's right to possessionLease, and (2d) thereafter, 150% either Landlord or Tenant may terminate the month-to-month tenancy at any time upon 30 days prior written notice to the other party. If Tenant remains in possession of the greater Premises after the Term expires or is otherwise terminated without executing a new lease and without Landlord's prior written consent, then Tenant is deemed to be occupying the Premises without claim of right (i) the rate of Base Rent but subject to all provisions, conditions and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination obligations of this Sublease or Lease) and, in addition to Tenant's liability for failing to surrender possession of Subtenant's right the Premises as provided in Section 16.1 and all other rights and remedies of Landlord related to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or Tenant will pay Landlord a charge for each day of occupancy after the receipt Term in an amount equal to 200% of the Basic Rent payable by Sublandlord Tenant in the last Lease Year of any amounts set forth the Term (on a daily basis), plus Tenant's Share of Excess Property Expenses and all other Additional Rent applicable to such holdover period as described in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises If Tenant or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party anyone claiming by, through or under Subtenant holds over (including removal Tenant shall remain in possession of all personal property and fixtures required to be removed and returning or any part of the Premises (which shall include Tenant’s failure to Sublandlord in comply with Section 5.5(e) of this Lease or a failure by Tenant to remove any Tenant’s Removable Property or Alterations as required under this Lease) after the condition required hereunder) by the Expiration Date expiration or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration Term of this Sublease or after termination of this Sublease or Subtenant's right to possessionLease, Subtenant such holding over shall pay, as minimum damages and not be treated as a penalty, monthly rental daily tenancy at sufferance at a rate Basic Rent equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the fair market rental rate of Base Rent for the Premises based upon the most recent comparable transactions for the Building and Additional Rent payable by Subtenant hereunder immediately prior to in transactions for comparable space on the expiration same floor or other termination of this Sublease or of Subtenant's right to possessionabove in Comparable Buildings, or and (ii) (y) one hundred fifty percent (150%) of the rate of base rent and additional rent payable by Sublandlord Basic Rent in effect for the Premiseslast rental period of the Term for the first thirty (30) days of Tenant’s holdover, then (z) two hundred percent (200%) of the Basic Rent in effect for the last rental period of the Term for the period following the first thirty (30) days of Tenant’s holdover, in all events plus Expense Charges and other Additional Rent herein provided (prorated on a square footage daily basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession). The acceptance by Sublandlord of If any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event over continues for more than thirty (30) days, then, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs and damages, direct and/or indirect, sustained by reason of any such holding over, or the receipt including, without limitation, claims made by Sublandlord and loss of any amounts succeeding tenant arising out of such failure to timely surrender possession in the condition required under this Lease. In all other respects, such holding over shall be on the terms and conditions set forth in this Section 19Lease as far as applicable (and excluding any extension, expansion or rights of first offer of tenant) in the Lease. Nothing contained in this Article 12 shall be construed as a consent by Landlord to any holding over by Tenant, and Landlord shall have the right to immediately terminate such holding over pursuant to applicable Law. The provisions of this Article 12 shall not be deemed to create limit or constitute a waiver of any month to month other rights or other tenancyremedies of Landlord provided herein or at law.

Holding Over. Subtenant If Tenant provides Landlord with written notice ("HOLDOVER NOTICE") at least thirty (30) days prior to expiration of the Lease Term (or any applicable Extension Term) that Tenant will be holding over in the Premises, Tenant shall have the right (and, subject to the grace periods described below, the obligation) to hold over after the expiration of the Lease Term until the date ("HOLDOVER NOTICE DATE") specified in such Holdover Notice (but not in excess of one hundred twenty (120) days after the expiration of the Lease Term or applicable Extension Term). Any holdover tenancy (including without limitation, any holdover tenancy pursuant to a Holdover Notice) shall be subject to every applicable term, covenant and agreement contained herein, except that the Base Rent payable by Tenant for the Premises (irrespective of the amount of space Tenant continues to occupy in the Building) shall be escalated to equal one hundred ten percent (110%) of the then current Base Rent and Direct Expenses payments for the entire Premises for the first ninety (90) days of such holdover occupancy and one hundred twenty-five percent (125%) of such amount during the next succeeding ninety (90) days and from and after such one hundred eighty (180) day period, Rent shall equal one hundred fifty percent (150%) of such amount thereafter; provided, however, subject to the next sentence of this Article 16, such holdover Rent and Additional Rent shall be prorated on a per diem basis through and including the date ("ACTUAL SURRENDER DATE") Tenant actually vacates and surrenders the Premises to Landlord in the condition required under this Lease. If Tenant properly delivers the Holdover Notice and the Actual Surrender Date (a) is earlier than the Holdover Notice Date by forty-five (45) days or less, Tenant's obligation to pay such holdover Rent and Additional Rent shall terminate on a per diem basis as of the Actual Surrender Date, however if the Actual Surrender Date is earlier than forty-five (45) days prior to the Holdover Notice Date, Tenant's holdover Rent and Additional Rent shall cease as of the date which is forty-five (45) days prior to the PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Holdover Notice Date, or (b) is later than the Holdover Notice Date, Tenant's obligation to pay holdover Rent and Additional Rent shall cease as of the Actual Surrender Date, provided that Tenant shall have no right to occupy holdover beyond the Premises earlier to occur of fifteen (15) days after the Holdover Notice Date or any portion thereof the expiration of the one hundred twenty (120) period specified in the first sentence of this Article 16 above. By way of example only, and not as a limitation upon the foregoing, if the Holdover Notice indicates that the Holdover Notice Date is ninety (90) days after the expiration of the Lease Term or applicable Extension Term, Tenant shall be permitted to holdover until the date which is one hundred five (105) days after the expiration of the Lease Term or applicable Extension Term and Tenant's obligation to pay holdover Rent and Additional Rent shall be prorated on a per diem basis until the later of the forty-fifth (45th) day after the expiration of the Lease Term or applicable Extension Term or the Actual Surrender Date. Nothing contained in this Sublease or after termination of Article 16 shall be construed as consent by Landlord to any holding over by Tenant (except as expressly provided in this Sublease or of Subtenant's Article 16 above), and Landlord expressly reserves the right to require Tenant to surrender possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Landlord as provided in this Lease upon the condition required hereunderexpiration of the Lease Term (or the period specified in clause 16(b) by the Expiration Date or earlier termination above, as applicable). The provisions of this SubleaseArticle 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises within the period specified in this Article 16 above, Sublandlord may exercise in addition to any and all remedies available other liabilities to it at law or in equity to recover possession of the PremisesLandlord accruing therefrom, and Subtenant Tenant shall protect, defend, indemnify and hold Landlord harmless Sublandlord in respect of any and from all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damagesloss, costs, liabilities or expenses costs (including reasonable attorneys' fees) suffered and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by Sublandlord any succeeding tenant founded upon such failure to surrender (including such tenant's lost profits) and any lost profits to Landlord resulting therefrom, provided Landlord promptly notified Tenant in respect writing of Subtenant's holding over, as and when such costs, liabilities any lease or expenses are incurred. In addition, signed letter of intent for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right to occupy If Tenant retains possession of the Premises Premises, or any portion thereof part thereof, after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise any Tenant shall pay Landlord rent at an annual rate equal to double the Rent payable for the year immediately preceding said holdover computed on a per month basis, for the period Tenant thus remains in possession, and Tenant shall also pay Landlord all remedies available to it at law or in equity to recover damages sustained by Landlord by reason of such retention of possession. If Tenant retains possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of or any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In additionpart thereof, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises thirty (30) days after the expiration of this Sublease or after termination of this Sublease or Subtenant's right Lease, then at the sole option of Landlord expressed by written notice to possessionTenant, Subtenant but not otherwise, such holding over shall pay, as minimum damages and not as constitute a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination renewal of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, Lease on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month basis on the same terms and conditions contained herein, except that the annual Fixed Rent shall be increased to one and one-half times the highest Fixed Rent specified in Paragraph 3. The provisions of this Paragraph do not waive the Landlord’s right of re-entry or any other tenancyright hereunder. TENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT TO TENANT OF 68 P.S. §250.501, AS APPROVED APRIL 6, 1951, ENTITLED “LANDLORD AND TENANT ACT OF 1951,” AS MAY BE AMENDED FROM TIME TO TIME, REQUIRING NOTICE TO QUIT UPON THE EXPIRATION OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED. TENANT COVENANTS AND AGREES TO VACATE, REMOVE FROM AND DELIVER UP AND SURRENDER THE POSSESSION OF THE PREMISES TO LANDLORD UPON THE EXPIRATION OF THE TERM OR UPON THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED WITHOUT SUCH NOTICE.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date Lease Term or earlier termination thereof, with or without the express or implied consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable for the initial one (1) month of such holdover tenancy at a monthly rate equal to one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease, and if Tenant continues to hold over with or without the express or implied consent of Landlord, Base Rent for the second month of such holdover tenancy shall be payable at a monthly rate equal to one hundred seventy five percent (175%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease, and thereafter if Tenant continues to hold over with or without the express or implied consent of Landlord, Base Rent shall be payable at a monthly rate equal to two hundred percent (200%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease. Such tenancy at sufferance shall be subject to every other applicable term, covenant and agreement contained herein. For purposes of this SubleaseArticle 16, Sublandlord may exercise any and all remedies available to it at law or a holding over shall include (a) Tenant’s remaining in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after earlier termination of the Lease Term, (b) Tenant’s failure to remove any Alterations or personal property located within the Premises as required pursuant to the terms of Sections 8.5 and 15.2, above, and (c) if applicable, Tenant’s failure to remove any Tenant Improvements to the extent required by Landlord as a condition to its consent thereto pursuant to the terms of the Work Letter. Nothing contained in this Sublease or Subtenant's Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal require Tenant to (1) for the first thirty days of holding over, 125% surrender possession of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior Premises to Landlord as provided in this Lease upon the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination Lease. The provisions of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Article 16 shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create limit or constitute a waiver of any month other rights or remedies of Landlord provided herein or at Law. If Tenant fails to month surrender the Premises upon the termination or expiration of this Lease, in addition to any other tenancyliabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any consequential damages, including lost profits to Landlord resulting therefrom.

Holding Over. Subtenant Tenant shall have no right to occupy pay Landlord for each day Tenant retains possession of the Premises or any portion thereof part of them after the termination or expiration of this Sublease Lease by lapse of time or after otherwise at the rate (“Holdover Rate”) which shall be one hundred fifty percent (150%) of (a) the amount of the Annual Rent for the last period prior to the date of such termination or expiration, plus (b) all Rent Adjustments under Article 4, prorated on a daily basis, and also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord’s election to such effect, such holding over shall constitute renewal of this Sublease Lease for a period from month to month at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination or of Subtenant's right expiration; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to possession in consequence of an Event of Default hereunderhave been created. In the event Subtenant any event, no provision of this Article 14 shall be deemed to waive Landlord’s right of reentry or any party claiming byother right under this Lease or at law. Notwithstanding the foregoing to the contrary, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord provided that Tenant notifies Landlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to writing that it at law or in equity to recover will retain possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the termination or expiration of this Sublease Lease at least ninety (90) days prior to such termination or after termination of this Sublease or Subtenant's right to possessionexpiration, Subtenant shall paythen, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty (30) days of holding oversuch retention, Landlord shall waive any damages sustained by Landlord by reason of such retention and the Holdover Rate shall be one hundred twenty-five percent (125% of the greater %) of (i) the rate amount of Base the Annual Rent and Additional Rent payable by Subtenant hereunder immediately for the last period prior to the expiration date of such termination or other termination of this Sublease or of Subtenant's right to possessionexpiration, or plus (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base all Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyAdjustments under Article 4.

Holding Over. Subtenant shall have Except to the extent (if any) expressly set forth in Section 1.1(u), there are no right options to occupy renew or extend the Term. In the event Tenant or any party claiming under Tenant remains in possession of the Premises or any portion part thereof after the expiration of this Sublease Lease without Landlord’s consent, no tenancy or after termination of this Sublease or of Subtenant's right interest in the Premises will result, and such action shall result in unlawful detainer and that party shall be subject to possession in consequence of an Event of Default hereunderimmediate eviction and removal. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Tenant remains in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under Premises after the Prime Lease upon Sublandlord in respect expiration of the entire Leased Space Lease Term with Landlord’s consent but without the execution of a new lease, it shall be deemed to be occupying the Premises as a tenant from month to month at a rental equal to one hundred fifty-percent (150%) of the Minimum Guaranteed Rental herein provided and in respect otherwise subject to all the conditions, provisions and obligations of any and all other damagesthis Lease, costsincluding, liabilities but not limited to, Tenant’s obligation to pay Additional Rent adjusted as necessary or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredappropriate to make the same applicable to a month to month tenancy. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant the event Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease or after termination Lease, Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of this Sublease or Subtenant's right to possessionpossession by Tenant, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) including without limitation the loss of any proposed subsequent tenant for the first thirty days of holding over, 125% any portion of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionPremises. TENANT HEREBY WAIVES ALL RIGHT TO ANY NOTICE TO QUIT THE PROPERTY WHICH MAY BE REQUIRED UNDER ANY LAWS NOW OR HEREAFTER ENACTED AND IN FORCE IN PENNSYLVANIA, or (ii) the rate of base rent and additional rent payable by Sublandlord for the PremisesINCLUDING BUT NOT LIMITED TO THE LANDLORD AND TENANT ACT OF 1951, on a square footage basisACT OF APRIL 6, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession1951, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionAS AMENDED. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyTENANT AGREES TO GIVE UP QUIET AND PEACEABLE POSSESSION OF THE PROPERTY AT THE END OF THE LEASE TERM WITHOUT FURTHER NOTICE FROM LANDLORD.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or Should Tenant, without Landlord's written consent, hold over after termination of this Sublease Lease, Tenant shall, at Landlord's option, become either a tenant at sufferance or a month-to-month tenant upon each and all of Subtenant's right the terms herein provided as may be applicable to possession in consequence of such a tenancy and any such holding over shall not constitute an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination extension of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's Lease. During such holding over, as and when such costsTenant shall pay in advance, liabilities or expenses are incurred. In additionmonthly, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental Basic Rental at a rate equal to one hundred twenty five percent (1125%) for the first thirty days (1st) month of holding over, 125% such holdover and one hundred fifty percent (150%) for each month thereafter of the greater rate in effect for the last month of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination Term of this Sublease or of Subtenant's right to possessionLease, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionin addition to, and (2) thereafternot in lieu of, 150% all other payments required to be made by Tenant hereunder including but not limited to Tenant's Proportionate Share of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of Direct Costs. Nothing contained in this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Article 5 shall be construed as payment on account consent by Landlord to any holding over of the Premises by Tenant, and not in satisfaction Landlord expressly reserves the right to require Tenant to surrender possession of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth Premises to Landlord as provided in this Section 19Lease upon the expiration or earlier termination of the Term. If Tenant fails to surrender the Premises upon the expiration or termination of this Lease, be deemed Tenant agrees to create (i) indemnify, defend and hold Landlord harmless from all costs, loss, expense or liability, including without limitation, claims made by any month succeeding tenant and real estate brokers claims and attorney's fees and costs, and (ii) compensate Landlord for all costs, losses, expenses and/or liabilities incurred by Landlord as a result of such holdover, including without limitation, losses due to month or other the loss of a succeeding tenancy.

Holding Over. Subtenant shall have no right to occupy the Premises or Except for any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant permitted occupancy by Tenant under Article 29, if Tenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required Tenant fails to be removed and returning surrender the Premises to Sublandlord in at the condition required hereunder) by the Expiration Date expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in continued occupancy of all or any portion of the Premises after shall be that of a tenancy at sufferance. Tenant shall pay an amount (on a per month basis without reduction for partial months during the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate holdover) equal to (1) 150% of the Base Rent and Tenant’s Pro Rata Share of Operating Expenses for the first thirty (30) days of holding overfollowing expiration or termination, 125and 200% of the greater of (i) the rate of Base Rent and Additional Rent payable Tenant’s Pro Rata Share of Operating Expenses thereafter. Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. No holdover by Subtenant hereunder immediately prior to Tenant or payment by Tenant after the expiration or other early termination of this Sublease Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of Subtenant's right possession of the Premises by summary proceedings or otherwise. In addition to the payment of the amounts provided above, if Landlord is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days after Landlord notifies Tenant of Landlord’s inability to deliver possession, or (ii) the rate perform improvements, such failure shall constitute a Time Sensitive Default hereunder; and notwithstanding any other provision of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior this Lease to the expiration or other termination of this Sublease or of Subtenant's right to possessioncontrary, and (2) thereafterBUT SUBJECT TO SECTION 13.C, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionTENANT SHALL BE LIABLE TO LANDLORD FOR, or (ii) the rate of base rent and additional rent payable by Sublandlord for the PremisesAND SHALL PROTECT LANDLORD FROM AND INDEMNIFY AND DEFEND LANDLORD AGAINST, on a square footage basisALL LOSSES AND DAMAGES, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding overINCLUDING ANY CLAIMS MADE BY ANY SUCCEEDING TENANT RESULTING FROM SUCH FAILURE TO VACATE, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyAND ANY CONSEQUENTIAL DAMAGES THAT LANDLORD SUFFERS FROM THE HOLDOVER.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be unlawfully and illegally in possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains in possession of the Premises without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination of this Sublease or of Subtenant's right for any reason, then Tenant shall pay to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, Landlord for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy day of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of such retention the greater of the following: (i) one hundred seventy-five percent (175%) of the rate amount of Base Rent and Additional Rent payable by Subtenant hereunder immediately daily rental as of the last month prior to the date of expiration or other termination of this Sublease or of Subtenant's right to possessionearlier termination, or (ii) the rate amount of base rent the fair market rental as such amount is reasonably determined by Landlord (Landlord shall use as a basis for its determination other buildings and additional rent payable projects owned by Sublandlord for Landlord, located in the same geographic area as the Premises, and of the same class and stature as the Building and Project). Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by Landlord resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on a square footage basis, immediately prior to the such delay. Acceptance of Rent by Landlord following expiration or other earlier termination of this Sublease Lease, or following demand by Landlord for possession of Subtenantthe Premises, shall not constitute a renewal of this Lease, and nothing contained in this Paragraph 25 shall waive Landlord's right to possessionof reentry or any other right. Additionally, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the if upon expiration or other earlier termination of this Sublease or of Subtenant's right to possessionLease, or (ii) the rate following demand by Landlord for possession of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior Tenant has not fulfilled its obligation with respect to repairs and cleanup of the expiration Premises or any other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed Tenant obligations as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be deemed to create considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any month to month expiration or other tenancyearlier termination of this Lease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, such tenancy shall be a tenancy‑at‑sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case monthly Base Rent shall be one hundred fifty percent (150%) of the then current monthly Base Rent, plus the other amounts of Rent as specified herein. Nothing contained in this Sublease Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or after other termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunderLease. In the event Subtenant or any party claiming by, through or under Subtenant If Tenant holds over without Landlord's express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including removal reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of all personal property the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and fixtures required any lost rents to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise Landlord resulting therefrom. Tenant agrees that any and all remedies available to it at law or in equity proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney’s fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant The Tenant shall have no right to remain in possession after the Termination Date. If the Tenant shall occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Demised Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for Lease with the first thirty days of holding over, 125% consent of the greater Landlord (which consent shall be the obligation of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately Tenant to obtain in writing prior to the expiration or other termination of this Sublease or of Subtenant's right Termination Date and which consent Landlord shall be under no obligation to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessiongive), and (2) thereafterrent is accepted and collected from said Tenant, 150% of the greater of (i) the rate of Base Rent such occupancy and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum payment shall be construed as payment on account and not in satisfaction an extension of damages this Lease for a term of month-to-month only, from the date of such holding overexpiration. In no event such event, if either Landlord or Tenant desires to terminate said occupancy at the end of any month after the termination of this Lease, the party so desiring to terminate the same shall any give the other party thirty (30) days' written notice to that effect. If such holding overoccupancy continues after the aforesaid notice of termination, or if Tenant shall continue its occupancy after the receipt Termination Date without obtaining Landlord's written consent, Tenant shall pay to Landlord, as partial damages, double the amount of both fixed annual rental (at the rate which was last in effect for the term) and all additional rent for the time, on a per diem basis, Tenant retains possession of the Demised Premises or any part thereof after termination of the term, together with all costs, expenses and damages incurred by Sublandlord Landlord and its agents to obtain possession from Tenant. Furthermore, if such occupancy continues after the aforesaid notice of termination, or if Tenant shall continue its occupancy after the Termination Date without obtaining Landlord's written consent, Tenant shall be liable to Landlord for any amounts set forth loss of rents and/or liability sustained by Landlord or its agents in this Section 19, connection with any subsequent tenancy which may have intended to occupy said Demised Premises at the expiration of the term herein. The acceptance of rent and/or additional rent by Landlord shall not be deemed to create any month to month a new or additional tenancy other tenancythan aforesaid.

Holding Over. Subtenant shall have no right If Tenant fails to occupy deliver possession of the Premises or any portion thereof on the Termination Date, but holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease without the express prior written consent of Landlord, Sublandlord may exercise any such tenancy shall be construed as a tenancy from month-to-month on the same terms and all remedies available conditions as are contained herein, except that the Fixed Monthly Rent payable by Tenant during such period of holding over shall automatically increase as of the Termination Date to it at law or in equity an amount equal to recover one hundred fifty percent (150%) for the initial sixty (60) days and two hundred percent (200%) thereafter of the Fixed Monthly Rent payable by Tenant the calendar month immediately prior to the date when Tenant commences such holding over (the "Holdover Rent"). Such Holdover Rent shall be paid during such period as Tenant retains possession of the Premises. However, Tenant's payment of such Holdover Rent, and Subtenant Landlord's acceptance thereof, shall indemnify and hold harmless Sublandlord in respect not constitute a waiver by Landlord of any and all holdover charges of Landlord's rights or penalties imposed under the Prime Lease upon Sublandlord in remedies with respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, nor shall it be deemed to create be a consent by Landlord to Tenant's continued occupancy or possession of the Premises past the time period covered Tenant's payment of the Holdover Rent. Furthermore, if Tenant fails to deliver possession of the Premises to Landlord upon the expiration or earlier termination of this Lease, then, in addition to any month other liabilities to month or other tenancyLandlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees and expenses) and liability resulting from such failure, including without limiting the foregoing, any claims made by any succeeding tenant arising out of Tenant's failure to so surrender, and any lost profits to Landlord resulting therefrom. Notwithstanding the provisions contained hereinabove regarding Tenant's liability for a continuing holdover, Landlord agrees to use commercially reasonable efforts to insert into any future lease of another tenant proposing to occupy the Premises provisions similar to those contained in Section 2.1 , permitting mitigation of Tenant's damages arising out of Tenant's temporary holdover.

Holding Over. Subtenant shall have no right If Tenant fails to occupy vacate the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover then (1) Tenant’s possession of the PremisesPremises shall constitute and be construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant under this Lease other than the amount of Rent payable by Tenant hereunder which shall be increased as provided below, (2) Tenant shall be subject to immediate eviction and removal, and Subtenant shall indemnify (3) Tenant covenants and hold harmless Sublandlord agrees to pay Landlord (in respect addition to the other Rent due hereunder, if any) as Rent for the period of any and all such holdover charges or penalties imposed under a prorated daily Base Rent equal to the Prime Lease upon Sublandlord in respect sum of (a) the daily Base Rent payable during the last month of the entire Leased Space Term multiplied by 1.5 for the first 30 days of such holdover and in respect of any 2.0 thereafter, and all other damages, costs, liabilities or expenses (including attorneys' feesb) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy the daily amount of all or any portion Additional Rent (including, but not limited to, the Triple Net Expenses) payable during the last month of the Term. Tenant’s possession of the Premises after the expiration of this Sublease Expiration Date or after earlier termination of this Sublease Lease shall immediately constitute an Event of Default under Section 19.5 herein. The Rent during such holdover period shall be payable to Landlord from time to time on demand; provided, however, if no demand is made during a particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of this Section 17. Tenant will vacate the Premises and deliver same to Landlord immediately upon Tenant’s receipt of notice from Landlord to so vacate. No holding over by Tenant (whether with or Subtenant's right without the consent of Landlord), and no payments of money by Tenant to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for Landlord after the first thirty days of holding over, 125% end of the greater Term, shall operate to reinstate, continue or extend the Term, and no extension of this Term shall be valid unless evidenced by a writing signed by both Landlord and Tenant. No payments of money by Tenant (iother than the holdover rent accruing during such holdover period paid in accordance with the provisions of this Section 17) to Landlord after the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration Expiration Date or other earlier termination of this Sublease or Lease shall constitute full payment of Subtenant's right to possession, or (ii) Rent under the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination terms of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionLease. The acceptance by Sublandlord of any lesser sum Tenant shall be construed as payment on account and not in satisfaction of liable for all damages for such resulting from its holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant If Tenant provides Landlord with written notice ("HOLDOVER NOTICE") at least thirty (30) days prior to expiration of the Lease Term (or any applicable Extension Term) that Tenant will be holding over in the Premises, Tenant shall have the right (and, subject to the grace periods described below, the obligation) to hold over after the expiration of the Lease Term until the date ("HOLDOVER NOTICE DATE") specified in such Holdover Notice (but not in excess of one hundred twenty (120) days after the expiration of the Lease Term or applicable Extension Term). Any holdover tenancy (including without limitation, any holdover tenancy pursuant to a Holdover Notice) shall be subject to every applicable term, covenant and agreement contained herein, except that the Base Rent payable by Tenant for the Premises (irrespective of the amount of space Tenant continues to occupy in the Building) shall be escalated to equal one hundred ten percent (110%) of the then current Base Rent and Direct Expenses payments for the entire Premises for the first ninety (90) days of such holdover occupancy and one hundred twenty-five percent (125%) of such amount during the next succeeding ninety (90) days and from and after such one hundred eighty (180) day period, Rent shall equal one hundred fifty percent (150%) of such amount thereafter; provided, however, subject to the next sentence of this Article 16, such holdover Rent and Additional Rent shall be prorated on a per diem basis through and including the date ("ACTUAL SURRENDER DATE") Tenant actually vacates and surrenders the Premises to Landlord in the condition required under this Lease. If Tenant properly delivers the Holdover Notice and the Actual Surrender Date (a) is earlier than the Holdover Notice Date by forty-five (45) days or less, Tenant's obligation to pay such holdover Rent and Additional Rent shall terminate on a per diem basis as of the Actual Surrender Date, however if the Actual Surrender Date is earlier than forty-five (45) days prior to the Holdover Notice Date, Tenant's holdover Rent and Additional Rent shall cease as of the date which is forty-five (45) days prior to the Holdover Notice Date, or (b) is later than the Holdover Notice Date, Tenant's obligation to pay holdover Rent and Additional Rent shall cease as of the Actual Surrender Date, provided that Tenant shall have no right to occupy holdover beyond the Premises earlier to occur of fifteen (15) days after the Holdover Notice Date or any portion thereof the expiration of the one hundred twenty (120) period specified in the first sentence of this Article 16 above. By way of example only, and not as a limitation upon the foregoing, if the Holdover Notice indicates that the Holdover Notice Date is ninety (90) days after the expiration of the Lease Term or applicable Extension Term, Tenant shall be permitted to holdover until the date which is one hundred five (105) days after the expiration of the Lease Term or applicable Extension Term and Tenant's obligation to pay holdover Rent and Additional Rent shall be prorated on a per diem basis until the later of the forty-fifth (45th) day after the expiration of the Lease Term or applicable Extension Term or the Actual Surrender Date. Nothing contained in this Sublease or after termination of Article 16 shall be construed as consent by Landlord to any holding over by Tenant (except as expressly provided in this Sublease or of Subtenant's Article 16 above), and Landlord expressly reserves the right to require Tenant to surrender possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Landlord as provided in this Lease upon the condition required hereunderexpiration of the Lease Term (or the period specified in clause 16(b) by the Expiration Date or earlier termination above, as applicable). The provisions of this SubleaseArticle 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises within the period specified in this Article 16 above, Sublandlord may exercise in addition to any and all remedies available other liabilities to it at law or in equity to recover possession of the PremisesLandlord accruing therefrom, and Subtenant Tenant shall protect, defend, PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] indemnify and hold Landlord harmless Sublandlord in respect of any and from all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damagesloss, costs, liabilities or expenses costs (including reasonable attorneys' fees) suffered and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by Sublandlord any succeeding tenant founded upon such failure to surrender (including such tenant's lost profits) and any lost profits to Landlord resulting therefrom, provided Landlord promptly notified Tenant in respect writing of Subtenant's holding over, as and when such costs, liabilities any lease or expenses are incurred. In addition, signed letter of intent for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be unlawfully and illegally in possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains in possession of the Premises without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention two hundred percent (200%) the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by Landlord resulting from delay by Tenant in surrendering the Premises within thirty (30) days following the expiration or earlier termination of the Term or extended Term of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or Lease, including, without limitation, any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) claims made by the Expiration Date succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover following demand by Landlord for possession of the Premises, shall not constitute a renewal of this Lease, and Subtenant nothing contained in this Paragraph 25 shall indemnify and hold harmless Sublandlord in respect waive Landlord's right of reentry of any and all holdover charges other right. Additionally, if upon expiration or penalties imposed under the Prime Lease upon Sublandlord in respect earlier termination of this Lease, or following demand by Landlord for possession of the entire Leased Space Premises, Tenant has not fulfilled its obligation with respect to repairs and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after or any other Tenant obligations as set forth in this Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any expiration or earlier termination of this Lease. If by written notice to Landlord delivered not later than twelve (12) months prior to the Term Expiration Date, or the expiration of this Sublease or after termination the extended Term (the "Hold-Over Notice"), Tenant advises Landlord of this Sublease or Subtenant's right its intent to possession, Subtenant shall payhold-over specifying the period of such hold-over (which period must be for a period of no longer than six (6) months)(the "Hold-Over Term") then Tenant may, as minimum damages and not a matter of right, remain in possession following the Term Expiration Date or the expiration of the extended Term, as a penaltythe case may be, monthly rental at a rate equal to (1) for the first thirty days of holding overHold-Over Term set forth in the Hold-Over Notice; provided, 125% that the Base Rent for the Hold-Over Term shall be one hundred fifty percent (150%) of the greater sum of (i) the rate of Base Rent and Additional Rent other charges payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% last month of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration Term or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding overextended Term. In no event under the preceding sentence shall any such holding over, Tenant have the right to hold-over in the Premises for more than one (1) six (6) month or shorter period beyond the Term Expiration Date or the receipt by Sublandlord expiration of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancythe extended Term.

Holding Over. Subtenant shall have Except to the extent (if any) expressly set forth in Section 1.1(u), there are no right options to occupy renew or extend the Term. In the event Tenant or any party claiming under Tenant remains in possession of the Premises or any portion part thereof after the expiration of this Sublease Lease without Landlord's consent, no tenancy or after termination of this Sublease or of Subtenant's right interest in the Premises will result, and such action shall result in unlawful detainer and that party shall be subject to possession in consequence of an Event of Default hereunderimmediate eviction and removal. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Tenant remains in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under Premises after the Prime Lease upon Sublandlord in respect expiration of the entire Leased Space Lease Term with Landlord's consent but without the execution of a new lease, it shall be deemed to be occupying the Premises as a tenant from month to month at a rental equal to one hundred fifty-percent (150%) of the Minimum Guaranteed Rental herein provided and in respect otherwise subject to all the conditions, provisions and obligations of any and all other damagesthis Lease, costsincluding, liabilities but not limited to, Tenant's obligation to pay Additional Rent adjusted as necessary or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredappropriate to make the same applicable to a month to month tenancy. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant the event Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease or after termination Lease, Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of this Sublease or Subtenant's right to possessionpossession by Tenant, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) including without limitation the loss of any proposed subsequent tenant for the first thirty days of holding over, 125% any portion of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionPremises. TENANT HEREBY WAIVES ALL RIGHT TO ANY NOTICE TO QUIT THE PROPERTY WHICH MAY BE REQUIRED UNDER ANY LAWS NOW OR HEREAFTER ENACTED AND IN FORCE IN PENNSYLVANIA, or (ii) the rate of base rent and additional rent payable by Sublandlord for the PremisesINCLUDING BUT NOT LIMITED TO THE LANDLORD AND TENANT ACT OF 1951, on a square footage basisACT OF APRIL 6, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession1951, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionAS AMENDED. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyTENANT AGREES TO GIVE UP QUIET AND PEACEABLE POSSESSION OF THE PROPERTY AT THE END OF THE LEASE TERM WITHOUT FURTHER NOTICE FROM LANDLORD.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable over by Subtenant hereunder immediately prior to the Tenant after expiration or other termination of this Sublease Lease or in the event Tenant continues to occupy the Premises after the termination of SubtenantTenant's right of possession pursuant to possessionArticles XXII and XXIII hereof, occupancy of the Premises subsequent to such termination or expiration shall be that of a tenancy at sufferance and in no event for month-to-month or year-to-year. Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of this Lease and shall pay for its use and occupancy an amount (iion a per month basis without reduction for any partial months during any such holdover) equal to one hundred fifty percent (150%) of the rate sum of base rent the Base Rental and additional rent payable by Sublandlord Additional Base Rental due for the period immediately preceding such holding over, provided that in no event shall Base Rental and Additional Base Rental during the holdover period be less than the fair market rental for the Premises. Notwithstanding the foregoing, on a square footage basisif such holding over continues for more than sixty (60) days, effective as of the sixty-first (61st) day, holdover rent shall increase to 200% of the sum of the Base Rental and Additional Base Rental due for the period immediately prior preceding such holding over. No holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the term of this Lease shall be construed to extend the Lease Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise. In addition to the expiration obligation to pay the amounts set forth above during any such holdover period, Tenant also shall be liable to Landlord for all damage, including any consequential damage, which Landlord may suffer by reason of any holding over by Tenant, and Tenant shall indemnify Landlord against any and all claims made by any other tenant or prospective tenant against Landlord for delay by Landlord in delivering possession of the Premises to such other termination of this Sublease tenant or of Subtenant's right to possessionprospective tenant. Notwithstanding the foregoing, Tenant shall not be liable for consequential damages unless: (1) Landlord notifies Tenant that it has entered into a lease for the Premises; and (2) thereafter, 150% Tenant fails to vacate the Premises within thirty (30) days after the later to occur of the greater date of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of SubtenantLandlord's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, notice or the receipt by Sublandlord termination date of the Lease. Landlord agrees to use reasonable efforts to mitigate any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconsequential damages.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease or after earlier termination of this Sublease or SubtenantLease with the express written consent of Landlord, Tenant's right to possession, Subtenant occupancy shall pay, as minimum damages and not as be a penalty, monthly rental month-to-month tenancy at a rate equal to (1) for the first thirty days of holding overrent agreed upon by Landlord and Tenant, 125% of but in no event less than the greater of (i) the rate of Base Monthly Rent and Additional Rent payable by Subtenant hereunder immediately under this Lease during the last full month prior to the date of the expiration or other termination of this Sublease or of Subtenant's right to possession, Lease or (ii) the rate of base rent then fair market rental (as mutually agreed by Landlord and additional rent payable by Sublandlord Tenant) for the Premises. Except as provided in the preceding sentence, the month-to-month tenancy shall be on the terms and conditions of this Lease, except that any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building contained in this Lease shall be deemed to have terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a square footage basis, immediately prior to renewal of the original term of this Lease. If Tenant remains in possession of the Premises after the expiration or other earlier termination of this Sublease Lease without Landlord's consent (or Landlord and Tenant have not otherwise been able to agree on the Monthly Rent payable for such holdover period), Tenant's continued possession shall be on the basis of Subtenant's right a tenancy at sufferance and Tenant shall pay as Monthly Rent during the holdover period an amount equal to possession, and (2) thereafter, 150% of the greater of (i) one hundred fifty percent (150%) of the rate fair market rental (as reasonably determined by Landlord) for the Premises or (ii) two hundred percent (200%) of Base the Monthly Rent and Additional Rent payable by Subtenant hereunder immediately under this Lease for the last full month prior to the date of such expiration or other termination termination. Except as specifically provided in this Paragraph 20, the holdover tenancy shall be on the terms and conditions of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant Tenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after earlier termination of this Sublease Lease or of SubtenantTenant's right to possession in consequence of an Event of Default hereunderthe Premises. In the event Subtenant Tenant or any party claiming by, through or under Subtenant holds over (including removal Tenant retains possession of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in or any portion thereof after the condition required hereunder) by the Expiration Date expiration or earlier termination of this SubleaseLease or of Tenant's right to possession of the Premises, Sublandlord Landlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, Premises and Subtenant Tenant shall indemnify and hold harmless Sublandlord in respect of be liable for any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities expense, damages (whether consequential or expenses (direct) or liability Landlord suffers as a result of its holdover, including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities under any lease with a successor tenant or expenses are incurredunder any contract with a contract vendee. In addition, for For each and every month or partial month that Subtenant day Tenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion Tenant retains possession of the Premises or any part thereof after the expiration of this Sublease or after earlier termination of this Sublease Lease or Subtenantof Tenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% possession of the greater Premises, Tenant shall pay Landlord an amount which is the sum of (i) the rate greater of (A) the fair market rental value of the Premises determined at the time of such holdover and (B) one hundred fifty percent (150%) of the Base Rent due and Additional Rent payable by Subtenant hereunder immediately prior to at the expiration time of such Lease termination or other termination loss of this Sublease or right of Subtenant's right to possession, or pro-rated on a per diem basis, (ii) the rate of base rent and additional rent payable by Sublandlord Impositions for the Premisesperiod in which such holdover occurs, calculated as though such period were within the Term, and pro-rated on a square footage per diem basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2iii) thereafter, 150% of the greater of (i) the rate of Base Rent and all other Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessiondue for, or (ii) applicable to, the rate Term and any such holdover period. Acceptance by Landlord of base rent and additional rent payable by Sublandlord for the Premises, on Rent after such termination shall not of itself constitute a square footage basis, immediately prior to the expiration or other termination of renewal. Nothing contained in this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Section shall be construed or operate as payment on account and not in satisfaction a waiver of damages for such holding over. In no event shall Landlord's right of reentry or any such holding over, other right or the receipt by Sublandlord remedy of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLandlord.

Holding Over. Subtenant shall have no right to occupy If, with Landlord’s express written consent, Tenant retains possession of the Premises or any portion thereof after the expiration termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (ii) all of the other terms and provisions of this Sublease Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or after termination of this Sublease renewal option or of Subtenant's other similar right or option) during such holdover period, (iii) Tenant shall continue to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord pay Base Rent in the condition required hereunder) by amount payable upon the Expiration Date date of the expiration or earlier termination of this SubleaseLease or such other amount as Landlord may indicate, Sublandlord may exercise any in Landlord’s sole and all remedies available to it at law or absolute discretion, in equity to recover possession of the Premisessuch written consent, and Subtenant (iv) all other payments shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed continue under the Prime Lease upon Sublandlord in respect terms of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredthis Lease. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, Lease except that the monthly rental at a rate shall be equal to (1) for 150% of Rent in effect during the first thirty last 30 days of the Term, and (B) if Tenant holds over in the Premises in excess of 30 days, Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately including consequential damages; provided, however, that if Tenant delivers a written inquiry to Landlord within 30 days prior to the expiration or other earlier termination of the Term, Landlord will notify Tenant whether the potential exists for consequential damages. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Sublease Lease shall not result in a renewal or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination reinstatement of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be only a Tenant at sufferance, whether or not Landlord accepts any Rent from Tenant or any other person while Tenant is holding over without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention DOUBLE the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including reasonable attorneys' fees, resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination shall not constitute a renewal of this Sublease or of SubtenantLease, and nothing contained in this Paragraph 25 shall waive Landlord's right to possession of reentry or any other right. Additionally, in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date that upon expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any Tenant has not fulfilled its obligation with respect to repairs and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, any other Tenant obligations as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be deemed to create considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any month to month expiration or other tenancyearlier termination of this Lease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable over by Subtenant hereunder immediately prior to the Tenant after expiration or other termination of this Sublease or Lease without the prior written consent of Subtenant's right Landlord (and Landlord shall be under no duty to possessionprovide such consent), or then (i) such possession shall be an unlawful detainer, (ii) the rate no tenancy or interest shall result from such possession, (iii) any options to renew, options to expand, and/or any rights of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior first refusal under this Lease shall be terminated to the expiration or other termination extent such rights and options have not been properly exercised pursuant to the terms of this Sublease or of Subtenant's right to possessionLease, and (2iv) thereafterTenant shall be subject to immediate eviction and removal. Tenant shall, 150% of throughout the greater of entire holdover periods, pay rent equal to (i) one hundred fifty percent (150.0%) of the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or Rental plus (ii) any and all Additional Rent (including, without limitation Monthly Tax Payments) and other charges which would have been applicable had the Term of this Lease continued through the period of such holding over by Tenant; Landlord and Tenant hereby agree in advance that such rent is a fair rental rate of base rent and additional rent payable for such tenancy. No holding over by Sublandlord for the Premises, on a square footage basis, immediately prior to Tenant after the expiration or other termination of the Term of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Lease shall be construed as payment on account to extend the Term of this Lease; and not in satisfaction the event of damages for such holding over. In no event shall any such holding over, Tenant shall indemnify Landlord against all claims for damages by any other Tenant or prospective Tenant to whom Landlord may have leased all or any part of the receipt Premises effective before or after the expiration of the Term of this Lease, resulting from delay by Sublandlord Landlord in delivering possession of all or any part of the Premises. Notwithstanding any discussions or negotiations of any amounts set forth nature then pending between Landlord and Tenant, any holding over, with or without the consent of Landlord, if any, shall thereafter constitute a tenancy from month-to-month, under the terms and provisions of this Lease to the extent applicable to a tenancy from month-to-month unless and until Landlord and Tenant, in each of their sole and absolute discretion, and with no obligation to do so, enter into a specific written agreement to the contrary. Notwithstanding anything herein to the contrary, pursuant to Section 91.001(c) of the Texas Property Code, Landlord and Tenant specifically agree that no notice to terminate Tenant's tenancy hereunder will be required from and after the expiration of the Term of this Lease under Section 19, 91.001 or Section 24.005 of the Texas Property Code before Landlord files a forcible detainer suit on grounds that the tenant is holding over beyond the end of the rental term or renewal period (if any) hereof; and any sublease hereunder shall not be deemed to create any month to month or other tenancyapproved unless it also contains a specific comparable waiver by the subtenant thereunder.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to If Tenant retains possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease the Term or Subtenant's Tenant’s right to possessionpossession of the Premises, Subtenant Tenant shall paypay Base Rent during such holding over at double the rate in effect immediately preceding such holding over computed on a monthly basis for each month or partial month that Tenant remains in possession (the “Holdover Rent”) together with Adjustment Rent; provided that , Tenant shall be permitted access to the Premises for fifteen (15) days after an early termination of the Lease (“Property Removal Period) in order to remove its furniture, equipment, trade fixtures and other items of personal property from the Premises and such presence on the Premises shall not be deemed to be “holding over” as minimum damages and not described in this Section so as a penaltyto require the payment of Holdover Rent. Notwithstanding the foregoing, monthly rental at a rate Tenant shall pay Base Rent for the Property Removal Period, which Base Rent shall be equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate amount of Base Rent and Additional Rent payable required to be paid by Subtenant hereunder immediately prior to Tenant in the month in which the termination of the Lease occurred, together with Adjustment Rent. If Tenant shall, with consent of Landlord, hold over after the expiration or other termination of this Sublease the Term or of Subtenant's Tenant’s right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% possession of the greater of (i) Premises then, in either such event, Landlord shall be a month-to-month tenant on the rate same terms as herein provided, except that the Tenant shall pay Landlord the Holdover Rent in lieu of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination together with Adjustment Rent. The provisions of this Sublease Section do not waive Landlord’s right of re-entry or of Subtenant's right to possessionregain possession by actions at law or in equity or any other rights hereunder, and any receipt of payment by Landlord shall not be deemed a consent by Landlord to Tenant’s remaining in possession or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account creating or renewing any lease or right of tenancy between Landlord and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyTenant.

Holding Over. Subtenant shall have no right Tenant will not be permitted to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to hold over possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of the Term, Landlord may, at its option, treat Tenant as a tenant at sufferance only, and such continued occupancy by Tenant shall be subject to all of the terms, covenants and conditions of this Sublease or after termination of this Sublease or Subtenant's right to possessionLease, Subtenant so far as applicable, except that the Monthly Base Rent for any such holdover period shall pay, as minimum damages and not as a penalty, monthly rental at a rate be equal to one hundred twenty-five percent (1125%) for the first thirty days of holding over, 125% of the greater of (i) the rate of Monthly Base Rent and Additional Rent payable by Subtenant hereunder in effect under this Lease immediately prior to such holdover, prorated on a daily basis. Notwithstanding the expiration or other termination of foregoing, by not less than one hundred (180) days prior written notice to Landlord, Tenant, provided it is not in default under this Sublease or of Subtenant's Lease, shall have the right to possessionhold over for two (2) consecutive one hundred eighty (180) day terms at one hundred five percent (105%) of the prevailing market rate for the Premises as determined by Landlord (said 105% figure being referred to herein as the "Prevailing Rate"). Within ten (10) days following Landlord's receipt of Tenant's holdover notice, Landlord will advise Tenant of Landlord's determination of the Prevailing Rate ("Landlord's Prevailing Rate"). Tenant will then have a period of ten (10) days following receipt of Landlord's Prevailing Rate in which to either (x) demand appraisal in accordance with the procedures set forth below, (y) accept Landlord's Prevailing Rate, or (iiz) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior rescind such holdover notice. Tenant's failure to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% timely take any of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts actions set forth in this Section 19clauses (x), be deemed (y) or (z) immediately preceding shall constitute Tenant's acceptance of Landlord's Prevailing Rate and commitment to create any month pay the holdover rate based thereon for the one hundred (180) day holdover term in accordance with the foregoing. If Tenant timely demands appraisal pursuant to month or other tenancy.the foregoing ("Tenant's Demand for Appraisal"), then the following shall apply:

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant Tenant, or any party under Tenant claiming byrights to this Lease, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover retains possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after earlier termination of this Sublease Lease, such possession shall constitute and be construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder; such parties shall be subject to immediate eviction and removal, and Tenant or Subtenant's right any such party covenants and agrees to possession, Subtenant shall paypay Landlord as rent for the period of such holdover an amount equal to 1.5 times the Base Monthly Rent plus the Additional Rent (as hereinafter defined) in effect immediately preceding expiration or termination, as minimum applicable, prorated on a daily basis. Tenant covenants and agrees to also pay any and all damages and not sustained by Landlord as a penaltyresult of such holdover. The rent during such holdover period shall be payable to Landlord from time to time on demand; provided, monthly rental at however, if no demand is made during a rate equal particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of this Section 2.4. Tenant will vacate the Premises and deliver same to (1) for Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend the first thirty days term of holding over, 125% this Lease. No payments of the greater of (i) the rate of Base Rent and Additional Rent payable money by Subtenant hereunder immediately prior Tenant to Landlord after the expiration or other earlier termination of this Sublease Lease shall reinstate, continue or extend the term of Subtenant's right this Lease. No payments of money by Tenant, other than the holdover rent accruing during such holdover period paid in accordance with the provisions of this Section 2.4, to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to Landlord after the expiration or other earlier termination of this Sublease or Lease shall constitute full payment of Subtenant's right to possessionrent under the terms of this Lease, and (2) thereafterTenant further agrees that any such payment(s), 150% other than the holdover rent accruing in accordance with the provisions of the greater this Section 2.4, to Landlord shall constitute a default and breach of (i) the rate this Lease by Tenant pursuant to Article 14 herein. No extension of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to this Lease after the expiration or other earlier termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum thereof shall be construed as payment on account valid unless and not in satisfaction of damages for such holding over. In no event until the same shall any such holding over, or the receipt be evidenced by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancya writing signed by both Landlord and Tenant.

Holding Over. Subtenant Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. If Tenant holds over, Landlord has all the rights and remedies available to a Landlord against a holdover tenant. Landlord may impose on a holdover tenant a term of month-to-month. Holdover tenant shall be obligated for Base Rent of one-hundred fifty percent (150%)of the Base Rent applicable immediately preceding the expiration or termination, plus all other Additional Rent payable under the Lease, and shall be subject to all obligations and conditions required of Tenant in this Lease. However, Tenant shall not be required to pay 150% of the previous year’s Base Rent so long as Tenant is making a good faith effort to timely negotiate and execute a new agreement. Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. The holdover tenancy may be terminated by Landlord at will at any time. Landlord shall have the right to further adjust Base Rent or Additional Rent upon ten (10) days written notice to the holdover tenant. In the event of holdover beyond June 30th of any year, the holdover tenant shall be responsible for payment of real property taxes for the entire year without proration. Tenant waives any notice that would otherwise be provided by law with respect to a month-to-month tenancy. Default by Landlord, Remedies Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time. Landlord agrees to perform its obligations within thirty (30) days after receiving written notice from Tenant specifying where and how Landlord has failed to perform its obligations. If the nature of Landlord's obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to damages and/or an injunction. Landlord’s Inability to Perform Landlord shall not be deemed in default for the non-performance or for any interruption or delay in performance of any of the terms, covenants and conditions of this Lease if due to any labor dispute, strike, lockout, civil commotion or operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain labor, services or materials, or through act of God or other causes beyond the reasonable control of Landlord, providing such cause is not due to the willful act or neglect of Landlord. General Provisions Every covenant in this Lease will be construed to be material, whether or not the covenant expressly provides. No right or remedy or election provided by this Lease shall be deemed exclusive but shall, whenever possible, be cumulative with all other rights and remedies available at law or in equity. Acceptance by Landlord of any Rent or other benefits under this Lease shall not constitute a waiver of any default. Any waiver by Landlord of the strict performance of any of the covenants of this Lease shall not be deemed to be a waiver of subsequent breaches of a different character, occurring either before or subsequent to such waiver, and shall not prejudice Landlord's right to strict performance of the same covenant in the future or of any other covenants of this Lease. Time is of the essence in this Lease. There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangement, brochures, advertising, agreement and understandings, oral or written, if any, between Landlord and Tenant or displayed by Landlord or its agents to Tenant with respect to the subject matter of this Lease, the Premises or the building. There are no representations between Landlord and Tenant, or between any real estate broker and Tenant, other than those contained in the Lease, and all reliance with respect to any representations is solely upon representations contained in this Lease. This Lease shall not be amended or modified except by agreement in writing signed by the parties. A Memorandum of Lease shall be recorded by Landlord. If Tenant is a corporation, each individual executing this Lease on behalf of that corporation shall be duly authorized to execute and deliver this Lease on behalf of the corporation, in accordance with the bylaws of the corporation, and the corporation warrants and represents that this Lease is binding on the corporation. Tenant shall provide any corporate authorization documents as may be requested by Landlord. Upon Tenant paying the Rent and completely observing and fully performing all of the covenants, conditions and provisions required of Tenant, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all terms and conditions of this Lease. This subsection is not applicable to a holdover tenant. If there be more than one Tenant, the obligations imposed hereunder shall be joint and several. Landlord and Tenant are the only parties to this Lease and are the only parties entitled to enforce its terms. Nothing in this Lease gives or shall be construed to give or provide any benefit, direct, or indirect, or otherwise to third parties unless third persons are expressly described as intended to be beneficiaries of the Lease. Nothing in this Lease shall be construed to create the relationship of principal and agent, partnership, joint venturer or other association between Landlord and Tenant in connection with the business carried on by Tenant under this Lease, other than a non-residential landlord and tenant relationship. Landlord shall have no right obligation with respect to occupy Tenant’s debts or other liabilities. If any portion of this Lease is ruled invalid, void or illegal by an order of the court, the remainder of the Lease shall remain in full force and effect. In addition to any specific covenant in the Lease and upon Tenant’s sole expense, Tenant shall comply with all laws, rules, orders, ordinances, directions, regulations, and requirements of federal, state, county, and municipal authorities, now in force or which may hereafter be in force during the term of this Lease. Tenant shall verify to Landlord annually that Tenant is in compliance with all tax reporting and payment requirements of the Internal Revenue Services, Oregon Department of Revenue, and local taxing authorities, including the City of Portland’s Bureau of Revenues (as to Portland Business License Law and Multnomah County Business Income Tax Law). This Lease shall be governed by the laws of the State of Oregon. Any litigation arising under this Lease shall occur in the Multnomah County Circuit Court. This Lease will be construed with equal weight for the rights of both parties, the terms and conditions of this Lease having been determined by fair negotiation with due consideration of the rights and requirements of both parties, and any ambiguities shall not be construed for or against either party. Both parties have had opportunity to consult with legal counsel. Americans With Disabilities Compliance Tenant shall comply, at Tenant’s sole expense, with the Americans with Disabilities Act (ADA), including any duty the ADA may impose on Landlord or Tenant as a result of Tenant’s use, occupation or alteration of the Premises. Within ten (10) days after receipt, Landlord and Tenant shall advise the other party in writing, and provide the other party with copies (as applicable) of any notices alleging violation of or noncompliance with the ADA relating to the Premises or any portion thereof after of the expiration of this Sublease or after termination of this Sublease or of Subtenant's building to which Tenant has a right to possession in consequence of an Event of Default hereunderuse due to this Lease, or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to the Premises. In the event Subtenant of any assignment or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession sublet of the Premises, Tenant and Subtenant Tenant’s assignee or subtenant shall indemnify agree to comply with the ADA, at their sole expense, and hold harmless Sublandlord in respect agree to be jointly liable under this Lease for any duty the ADA may impose upon Tenant or Tenant’s assignee or subtenant as a result of any and all holdover charges their use, occupation or penalties imposed under the Prime Lease upon Sublandlord in respect alteration of the entire Leased Space Premises. Landlord reserves the right to withhold consent to a proposed assignment or sublet if the assignment or sublease fails to contain provisions required by this Lease to ensure ADA compliance at the expenses of Tenant, Tenant’s assignee or subtenant. Landlord further reserves the right to withhold consent to a proposed assignment or sublet if the proposed use, occupation or alteration by the assignee or subtenant shall require alterations to the Premises to comply with the ADA which are inconsistent with Landlord’s management interests. Tenant’s Statement Upon request from Landlord, Tenant shall execute, acknowledge and in respect of any and all other damagesdeliver a written statement stating the date this Lease was executed, coststhe Commencement Date, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding overthe expiration date, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in the date Tenant entered into occupancy of all or any portion of the Premises after Premises, the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate amount of Base Rent and Additional the date to which Base Rent payable by Subtenant hereunder immediately prior to has been paid, and certifying that: i) the expiration Lease is in full force and effect and has not been assigned, modified, supplemented or other termination amended in any way (or specifying the date and terms of agreement so affecting this Sublease or of Subtenant's right to possession, or (Lease); ii) the rate of base rent and additional rent payable by Sublandlord for Lease represents the entire agreement between the parties as to the Premises; iii) that all conditions or obligations required to be performed by the Landlord have been satisfied; iv) that all required contributions by Landlord to Tenant on account of Tenant's improvements have been received; v) that there are no existing defenses or offsets which Tenant has against the enforcement of this Lease by Landlord; vi) that no Base Rent has been paid more than one month in advance; and, on vii) that security deposit has or has not been deposited with Landlord as the case may be, and the amount if deposited. It is intended that Tenant’s Statement delivered pursuant to this Section may be relied upon by a square footage basisprospective purchaser of Landlord’s interest or a mortgagee of Landlord's interest or assignee of any mortgage upon Landlord's interest in the building in which the Premises are located, immediately prior to or by any entity reviewing the expiration City for bond funding or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancymunicipal financing.

Holding Over. Subtenant Tenant shall pay Landlord one hundred fifty percent (150%) of the Monthly Rent and one hundred percent (100%) of the Additional Rent payable under this Lease during the last full month prior to the date of the expiration of this Lease, prorated on a per diem basis, for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease, together with all damages sustained by Landlord on account thereof. The foregoing provisions shall not serve as permission for Tenant to hold-over, nor serve to extend the Term (although Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates the Premises) and Landlord shall have no the right at any time thereafter to occupy enter and possess the Premises and remove all property and persons therefrom. Without limitation of the foregoing, if Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease, Tenant shall indemnify, defend and hold Landlord harmless from and against the following Claims incurred by or asserted against Landlord and arising from Tenant’s failure to timely surrender the Premises or any portion thereof: (i) the amount of any delayed delivery rent abatements and/or rent credits granted by Landlord to any successor tenant of the Premises or any portion thereof, and/or any amounts payable by Landlord to any such successor tenant by reason of such successor tenant’s termination of its lease as a result of Landlord’s failure to timely deliver the Premises or any portion thereof after by reason of such failure by Tenant to timely surrender the expiration Premises, and (ii) Landlord’s damages (including lost rent) as a result of this Sublease such successor tenant rescinding or after termination terminating its lease of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant Premises or any party claiming byportion thereof, through or under Subtenant holds over (including removal any prospective successor tenant refusing to enter into the prospective lease of all personal property and fixtures required to be removed and returning the Premises or any portion thereof, by reason of such failure by Tenant to Sublandlord in timely surrender the Premises; provided, however, as a condition required hereunderto Tenant’s obligations under the foregoing indemnity, Landlord shall give Tenant written notice of the existence of a successor tenant or prospective successor tenant for the Premises or any portion thereof, at least thirty (30) by days prior to the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession date Landlord shall require Tenant’s surrender of the Premises, and Subtenant Tenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed not be responsible to Landlord under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of foregoing indemnity if Tenant shall surrender the Premises after the expiration of this Sublease on or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration of such thirty (30) day period or, if later, the Expiration Date (it being agreed, however, that Landlord need not identify the successor tenant or other termination of this Sublease or of Subtenant's right to possessionprospective successor tenant by name in its notice, or (ii) the rate of base rent and additional rent payable it being further agreed that such notice may be given by Sublandlord for the Premises, on a square footage basis, immediately Landlord prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyExpiration Date).

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be unlawfully and illegally in possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains in possession of the Premises without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention two hundred percent (200%) the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by Landlord resulting from delay by Tenant in surrendering the Premises within thirty (30) days following the expiration or earlier termination of the Term or extended Term of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or Lease, including, without limitation, any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) claims made by the Expiration Date succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover following demand by Landlord for possession of the Premises, shall not constitute a renewal of this Lease, and Subtenant nothing contained in this Paragraph 25 shall indemnify and hold harmless Sublandlord in respect waive Landlord's right of reentry or any and all holdover charges other right. Additionally, if upon expiration or penalties imposed under the Prime Lease upon Sublandlord in respect earlier termination of this Lease, or following demand by Landlord for possession of the entire Leased Space Premises, Tenant has not fulfilled its obligation with respect to repairs and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after or any other Tenant obligations as set forth in this Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any expiration or earlier termination of this Lease. If by written notice to Landlord delivered not later than twelve (12) months prior to the Term Expiration Date, or the expiration of this Sublease or after termination the extended Term (the "Hold-Over Notice"), Tenant advises Landlord of this Sublease or Subtenant's right its intent to possession, Subtenant shall payhold-over specifying the period of such hold-over (which period must be for a period of no longer than six (6) months) (the "Hold-Over Term") then Tenant may, as minimum damages and not a matter of right, remain in possession following the Term Expiration Date or the expiration of the extended Term, as a penaltythe case may be, monthly rental at a rate equal to (1) for the first thirty days of holding overHold-Over Term set forth in the Hold-Over Notice; provided, 125% that the Base Rent for the Hold-Over Term shall be one hundred fifty percent (150%) of the greater sum of (i) the rate of Base Rent and Additional Rent other charges payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% last month of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration Term or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding overextended Term. In no event under the preceding sentence, shall any such holding over, Tenant have the right to hold-over in the Premises for more than one (1) six (6) month or shorter period beyond the Term Expiration Date or the receipt by Sublandlord expiration of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancythe extended Term.

Holding Over. Subtenant Should Tenant hold over after the expiration or sooner termination of this Lease without the express prior written consent of Landlord, such possession by Tenant shall have no be deemed to be a month-to-month tenancy subject to each and all terms and conditions of this Lease as applicable to a month-to-month tenancy, and such tenancy shall be terminable upon not less than thirty (30) days’ notice given by either Landlord or Tenant at any time. During such holding over, Tenant shall pay in advance monthly Rental equal to the greater amount of: a) the product of the rentable area times the Base Rent per square feet of rentable area being quoted generally by Landlord to prospective Tenants, or b) the rental rate established under the Lease for the last month of the Term of the Lease, plus fifty percent (50%). In addition, Tenant shall pay any additional rent as set forth in Paragraph 4 and any other charges payable under the Lease during the period in which Tenant holds over. The foregoing provisions of this Paragraph are in addition to and do not affect Landlord’s right to occupy re-enter the Premises or any portion thereof after other rights of Landlord under the expiration of Lease or as otherwise provided by law. Nothing contained in this Sublease or after termination of this Sublease or of Subtenant's Paragraph 22 shall be construed as consent by Landlord to any holding over by Tenant and Landlord expressly reserves the right to require Tenant to surrender possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Landlord as provided in this Lease upon the condition required hereunder) by the Expiration Date expiration or earlier termination of this SubleaseLease. The terms and conditions of Tenant’s holding over may be changed by Landlord upon not less than thirty (30) days’ notice. If Tenant fails to surrender the Premises upon the expiration or sooner termination of this Lease despite demand to do so by Landlord, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant Tenant shall indemnify and hold Landlord harmless Sublandlord in respect from all losses or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender, any loss of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionfrom prospective tenants, and (2) thereafterany attorneys’ fees and legal costs incurred by Landlord, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration whether or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on not a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancylegal action is filed.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession Tenant will not hold over in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration end of this Sublease the Lease term without the express prior written consent of Landlord. Tenant will indemnify Landlord for, and hold Landlord harmless from, any and all Liabilities arising out of or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of in connection with any holding over, 125% including, without limitation, any claims made by any succeeding tenant and any loss of the greater of (i) the rate of Base Rent and Additional Rent payable rent suffered by Subtenant hereunder immediately prior to the expiration or other termination of Landlord. If, despite this Sublease or of Subtenant's right to possessionexpress agreement, or (ii) the rate of base rent and additional rent payable any tenancy is created by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such Tenant’s holding over, or the receipt by Sublandlord of any amounts except as specifically set forth in the next sentence the tenancy will be a tenancy at sufferance terminable immediately at Landlord’s sole option on written notice to Tenant, but otherwise subject to the terms of this Section 19Lease, except that the most recent annual base rent will be doubled, Tenant will have no rights to lease any additional space in the Project or extend the term, and notwithstanding anything to the contrary Landlord will incur no Liabilities of any type to Tenant or its Affiliates during any holdover period, all of such Liabilities hereby being waived by Tenant. Without limiting the generality of the foregoing, if Tenant holds over and if Landlord so elects by delivering specific written notice to Tenant during such holdover, Tenant automatically will be deemed to create have leased the Premises for an additional term (not to exceed 6 months) beginning on the date that Landlord’s notice is delivered and otherwise subject to the terms of this Lease, except that the most recent annual base rent will be doubled, Tenant will have no rights to lease any month additional space in the Project or extend the term, and notwithstanding anything to month the contrary Landlord will incur no Liabilities of any type to Tenant or its Affiliates during any holdover period, all of such liabilities hereby being waived by Tenant. Nothing in this Article or elsewhere in this Lease permits Tenant to hold over or in any way limits Landlord’s other tenancyrights and remedies if Tenant holds over.

Holding Over. Subtenant shall have no right If Tenant fails to occupy deliver possession of the Premises or any portion thereof on the Termination Date, but holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease without the express prior written consent of Landlord, Sublandlord may exercise any such tenancy shall be construed, as a tenancy from month-to-month on the same terms and all remedies available conditions as are contained herein, except that the Fixed Monthly Rent payable by Tenant during such period of holding over shall automatically increase as of the Termination to it at law or in equity an amount equal to recover one hundred fifty percent (150%) for the first (1~) sixty (60) days and two hundred percent (200%) thereafter of the Fixed Monthly Rent payable by Tenant the calendar month immediately prior to the date when Tenant commences such holding over (the Holdover Rent). Such Holdover Rent shall be paid during such period as Tenant retains possession of the Premises. However, Tenant's payment of such Holdover Rent, and Subtenant Landlord's acceptance thereof, shall indemnify and hold harmless Sublandlord in respect not constitute a waiver by Landlord of any and all holdover charges of Landlord's rights or penalties imposed under the Prime Lease upon Sublandlord in remedies with respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, nor shall it be deemed to create be a consent by Landlord to Tenant's continued occupancy or possession of the Premises past the time period covered Tenant's payment of the Holdover Rent. Furthermore, if Tenant fails to deliver possession of the Premises to Landlord upon the expiration or earlier termination of this Lease, then, in addition to any month other liabilities to month or other tenancyLandlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees and expenses) and liability resulting from such failure, including without limiting the foregoing, any claims made by any succeeding tenant arising out of Tenant's failure to so surrender, and any lost profits to Landlord resulting therefrom. Notwithstanding the provisions contained hereinabove regarding Tenant's liability for a continuing holdover, Landlord agrees to use commercially reasonable efforts to insert into any future lease of another tenant proposing to occupy the Premises provisions similar to those contained in Section 2.1, permitting mitigation of Tenant's damages arising out of Tenant's temporary holdover.

Holding Over. Subtenant Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this Lease by lapse of time or otherwise at the rate (“Holdover Rate”) which shall be One Hundred Twenty-five Percent (125%) of the monthly Minimum Monthly Rent due for the Premises at the rate in effect immediately preceding the expiration of the Term of this Lease for each month or partial month of holdover up to sixty (60) days, and thereafter One Hundred Fifty Percent (150%) of such Minimum Monthly Rent for each month or partial month of further holdover, plus Tenant’s Proportionate Share of Operating Costs, Real Estate Taxes and Insurance, prorated on a daily basis, and Tenant also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord’s election to such effect, such holding over shall constitute renewal of this Lease for a period from month to month at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have been created. In any event, no provision of this Section 38.2 shall be deemed to waive Landlord’s right of reentry or any other right under this Lease or at law. Additionally, in the event that upon termination of this Lease, Tenant has not fulfilled its obligation with respect to occupy repairs and cleanup of the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, Tenant obligations as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord, after ten (10) days’ prior written notice to Tenant, shall have the right to perform any such obligations as it deems necessary at Tenant’s sole cost and expense, and any time required by Landlord to complete such obligations shall be deemed to create any month to month or other tenancyconsidered a period of holding over and the terms of this section shall apply.

Holding Over. Subtenant Tenant shall have the right, by written notice given to Landlord given not later thirty (30) days prior to the scheduled expiration of the then-effective Term (the “Approved Holdover Notice”), time being of the essence in connection therewith, to hold over at the Premises on a month-to-month basis for up to a total of three (3) months (the “Approved Holdover Period”). Such occupancy shall be subject to all the terms and provisions of this Lease applicable during the final year of the then-effective Term, including as to Minimum Monthly Rent and Additional Rent. After delivery of the Approved Holdover Notice, Tenant shall be deemed to have elected to remain at the Premises for the entire Approved Holdover Period, provided that Tenant may elect to terminate such holdover, effective at the end of any calendar month during the Approved Holdover Period, upon at least thirty (30) days’ prior written notice to Landlord. Notwithstanding anything to the contrary elsewhere herein, Tenant shall have no right to occupy hold over at the Premises or any portion thereof after the expiration of this Sublease or after following termination of this Sublease Lease pursuant to Articles 10, 12, 25, or of Subtenant's right 26, and Tenant’s rights under this paragraph shall not advance, delay, or otherwise affect the deadline by which Tenant must exercise its Extension Term Option. If Tenant fails to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning surrender the Premises to Sublandlord in upon the condition required hereunder) by the Expiration Date expiration or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law Lease (or in equity to recover possession upon expiration of the PremisesApproved Holdover Period, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damagesif Tenant has duly elected same pursuant to this paragraph), costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after thereafter shall be that of a tenancy at sufferance, subject to all the expiration terms and provisions of this Sublease or after termination of this Sublease or Subtenant's right to possessionLease, Subtenant and Tenant shall pay, as minimum damages and not as pay an amount (on a penalty, monthly rental at a rate per month basis without reduction for partial months during the holdover) equal to (1) for the first thirty days of holding over, 125% of the greater Minimum Annual Rent due for the period immediately preceding the holdover, plus 100% of all Additional Rent. Except with respect to the Approved Holdover Period, (i) the rate of Base Rent and Additional Rent payable no holdover by Subtenant hereunder immediately prior to Tenant or payment by Tenant after the expiration or other early termination of this Sublease Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of Subtenant's right to possessionpossession of the Premises by summary proceedings or otherwise, or and (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum nothing herein shall be construed as payment on account and not in satisfaction of damages for consent to such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant If Tenant shall for any reason remain in possession of the Leased Property after the expiration or earlier termination of the Term without the consent, or other than at the request, of Landlord, such possession shall be as a month-to-month tenant during which time Tenant shall pay as Base Rent each month a fair market rental as reasonably determined by Landlord (provided that in the event Tenant disputes the reasonableness of such determination, the fair market rental shall be determined by an Expert pursuant to the terms of Article XXXIV hereof) then multiplied by 200%, together with all Additional Charges and all other sums payable by Tenant pursuant to this Lease. During such period of month-to-month tenancy, Tenant shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no right rights hereunder other than the right, to occupy the Premises or extent given by law to month-to-month tenancies, to continue its occupancy and use of the Leased Property and/or any portion thereof Tenant Capital Improvements. Notwithstanding anything herein to the contrary, if Tenant remains in possession of the Property after the expiration of this Sublease or after termination of the Term, with Landlord’s consent or at Landlord’s request, then Termination Date shall automatically and repeatedly be extended for additional terms of three (3) calendar months, unless either Landlord or Tenant sends a written notice at least ninety (90) days prior to the then natural expiration of the Term that it does not want the Lease to automatically renew for any such 3 calendar month period, in which case following the expiration of such ninety (90) day period, Tenant shall thereafter be deemed in possession of the Leased Premises without Landlord’s consent and the provisions set forth in this Sublease Section 19.1 shall apply. Nothing contained herein shall constitute the consent, express or implied, of Subtenant's right Landlord to possession in consequence the holding over of an Event of Default hereunder. In Tenant after the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date expiration or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant Tenant or any party under Tenant claiming byrights to this Lease, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover retains possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after earlier termination of this Sublease Lease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or Tenant’s right of Subtenant's right to possessionpossession hereunder, or (ii) the rate of base rent such possession shall constitute and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on account the part of Tenant hereunder; such parties shall be subject to immediate eviction and not in satisfaction of damages for such holding over. In no event shall removal and Tenant or any such holding overparty shall pay Landlord Renaissance Tower/ Priority Fulfillment Services, Inc. as rent for the period of such holdover an amount equal to one and one-half (1-1/2) times the Basic Annual Rent in effect immediately preceding expiration or termination, as applicable, prorated on a daily basis, together with all Additional Rent (as hereinafter defined) which would have otherwise been due and payable by Tenant if such period of holdover had occurred during the receipt Term. Tenant shall also pay any and all actual damages sustained by Sublandlord Landlord as a result of any amounts such holdover; provided, however, that except for the payment of holdover rent as set forth in this Section 191.4, Tenant shall not, during the first thirty (30) days after the expiration or earlier termination of this Lease or of Tenant’s right of possession hereunder, be deemed liable for or obligated to create pay any actual damages as a result of such holdover. The rent during such holdover period shall be payable to Landlord from time to time on demand; provided, however, if no demand is made during a particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of Article 2. Tenant will vacate the Premises and deliver same to month Landlord immediately upon Tenant’s receipt of notice from Landlord to so vacate. No holding over by Tenant, whether with or other tenancywithout consent of Landlord, shall operate to extend the term of this Lease; no payments of money by Tenant to Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or extend the term of this Lease; and no extension of this Lease after the expiration or earlier termination thereof shall be valid unless and until the same shall be reduced to writing and signed by both Landlord and Tenant. In addition, Tenant agrees that Landlord shall be entitled to the payment of its actual, reasonable out-of-pocket legal fees in the event that Landlord prevails in a forcible detainer action brought by Landlord.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration Term expires or is otherwise terminated without executing a new lease but with Landlord’s prior written consent, then unless provided otherwise by Landlord in such written consent (a) Tenant is deemed to be occupying the Premises as a tenant from month-to-month, subject to all provisions, conditions and obligations of this Sublease or after termination of this Sublease or Subtenant's right Lease applicable to possessiona month-to-month tenancy, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate (b) Basic Rent during the holdover period will equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Basic Rent payable by Subtenant hereunder immediately prior to Tenant in the expiration last year of the Term or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base Landlord’s then current basic rent and additional rent payable by Sublandlord for the PremisesPremises according to Landlord’s rental rate schedule for prospective tenants, on a square footage basis, immediately prior (c) Tenant will also pay Tenant’s Share of Property Expenses and all other Additional Rent applicable to the expiration or other termination of such holdover period as described in this Sublease or of Subtenant's right to possessionLease, and (2d) thereafter, 150% either Landlord or Tenant may terminate the month-to-month tenancy at any time upon 30 days prior written notice to the other party. If Tenant remains in possession of the greater Premises after the Term expires or is otherwise terminated without executing a new lease and without Landlord’s prior written consent, then Tenant is deemed to be occupying the Premises without claim of right (i) the rate of Base Rent but subject to all provisions, conditions and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination obligations of this Sublease or Lease) and, in addition to Tenant’s liability for failing to surrender possession of Subtenant's right the Premises as provided in Section 16.1 and all other rights and remedies of Landlord related to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or Tenant will pay Landlord a charge for each day of occupancy after the receipt Term in an amount equal to 200% of the Basic Rent payable by Sublandlord Tenant in the last year of any amounts set forth the Term (on a daily basis), plus Tenant’s Share of Property Expenses and all other Additional Rent applicable to such holdover period as described in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant This Lease shall terminate without further notice on the Lease Expiration Date. Any holding over by Tenant after expiration of the Lease Term shall neither constitute a renewal nor extension of this Lease nor give Tenant any rights in or to the Premises except as expressly provided in this Section 13.2. Any such holding over to which Landlord may expressly consent in writing shall be construed to be a tenancy from month-to-month, on the same terms and conditions herein specified insofar as applicable, except that the Base Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the Base Monthly Rent payable during the last full month immediately preceding the Lease Expiration Date and Tenant shall not have no any rights whatsoever under Article 15 below. Tenant acknowledges that if Tenant holds over without Landlord's consent, such holding over may compromise or otherwise affect Landlord's ability to enter into new leases with prospective tenants regarding the Premises. In addition to all other rights and remedies that Landlord has under this Lease or at law or in equity (including, without limitation, the right to occupy evict Tenant and regain possession of the Premises or any portion thereof after in accordance with applicable Law), if Tenant fails to surrender the Premises upon the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the PremisesTenant shall defend, and Subtenant shall indemnify and hold Landlord harmless Sublandlord in respect of any from and against all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of SubtenantAdverse Consequences resulting from Tenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of failure to surrender the Premises (in the condition required by this Lease) on or before the expiration or sooner termination of this Lease, except that Tenant shall not be required to indemnify Landlord for any lost rents with respect to the Premises if Tenant surrenders the Premises (in the condition required by this Lease) prior to the sixtieth (60th) day after the expiration of this Sublease or after sooner termination of this Sublease or SubtenantLease. Tenant's right to possession, Subtenant obligations under this Section 13.2 shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to survive the expiration or other sooner termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right Tenant will not be permitted to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to hold over possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of the Term, Landlord may, at its option, treat Tenant as a tenant at sufferance only, and such continued occupancy by Tenant shall be subject to all of the terms, covenants and conditions of this Sublease or after termination of this Sublease or Subtenant's right to possessionLease, Subtenant so far as applicable, except that the Monthly Base Rent for any such holdover period shall pay, as minimum damages and not as a penalty, monthly rental at a rate be equal to (1) for the first thirty days of holding over, 125% of the greater of (i) one hundred fifty percent (l50%) of the rate of Monthly Base Rent and Additional Rent payable by Subtenant hereunder in effect under this Lease immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionsuch holdover, or (ii) the then currently scheduled rental rate for comparable space in the Building, in either event prorated on a daily basis. Acceptance by Landlord of base rent after such expiration or earlier termination will not result in a renewal of this Lease. The foregoing provisions of this Paragraph 11 are in addition to and additional rent payable do not affect Landlord's right of re-entry or any rights of Landlord under this Lease or as otherwise provided by Sublandlord for law. If Tenant fails to surrender the Premises upon the expiration of this Lease in accordance with the terms of this Paragraph 11 despite demand to do so by Landlord, Tenant agrees to promptly indemnify, protect, defend and hold Landlord harmless from all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including attorneys' fees and costs), including, without limitation, costs and expenses incurred by Landlord in returning the Premises to the condition in which Tenant was to surrender it and claims made by any succeeding tenant founded on or resulting from Tenant's failure to surrender the Premises, on a square footage basis, immediately prior to . The provisions of this Subparagraph 11(b) will survive the expiration or other earlier termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right If Tenant fails to occupy deliver possession of the Premises or any portion thereof on the Termination Date, but holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease without the express prior written consent of Landlord, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant such tenancy shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not be construed as a penalty, monthly rental at a rate equal to (1) for tenancy from month-to-month on the same terms and conditions as are contained herein except that the Fixed Monthly Rent payable by Tenant during the first thirty (30) days of holding over, 125% over (the “Initial Holdover Period”) shall automatically increase as of the greater Termination Date to an amount equal to one hundred twenty-five percent (125%) of (i) the rate of Base Rent and Additional Fixed Monthly Rent payable by Subtenant hereunder Tenant for the calendar month immediately prior to the date when Tenant commences such holding over (the “Holdover Rent”). After the expiration or other termination of this Sublease or the Initial Holdover Period, the Holdover Rent shall be increased to one hundred fifty percent (150%) of Subtenant's right to possession, or (ii) the rate of base rent and additional rent Fixed Monthly Rent payable by Sublandlord Tenant for the Premises, on a square footage basis, calendar month immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for date when Tenant commenced such holding over. In During any period of holding over Tenant shall be obligated to pay Holdover Rent for a full calendar month whether or not Tenant remains in possession of the Premises for the entire calendar month and there shall be no event pro-rata apportionment of Holdover Rent. Tenant’s payment of such Holdover Rent, and Landlord’s acceptance thereof, shall not constitute a waiver by Landlord of any of Landlord’s rights or remedies with respect to such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, nor shall it be deemed to create be a consent by Landlord to Tenant’s continued occupancy or possession of the Premises past the time period covered by Tenant’s payment of the Holdover Rent. Furthermore, if Tenant fails to deliver possession of the Premises to Landlord upon the expiration or earlier termination of this Lease, and Landlord has provided Tenant with not less than sixty (60) days prior written notice that Landlord requires possession of the Premises for a succeeding tenant, then, in addition to any month other liabilities to month or other tenancyLandlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees and expenses) and liability resulting from such failure, including without limiting the foregoing, any claims made by any succeeding tenant arising out of Tenant’s failure to so surrender, and any lost profits to Landlord resulting therefrom. Notwithstanding the provisions contained hereinabove regarding Tenant’s liability for a continuing holdover, Landlord agrees to use commercially reasonable efforts to insert into any future lease of another tenant proposing to occupy the Premises provisions similar to those contained in Section 2.1, permitting mitigation of Tenant’s damages arising out of Tenant’s temporary holdover.

Holding Over. Subtenant shall have no right Tenant will not be permitted to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to hold over possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of the Term, Landlord may, at its option, treat Tenant as a tenant at sufferance only, and such continued occupancy by Tenant shall be subject to all of the terms, covenants and conditions of this Sublease or Lease, so far as applicable, except that beginning on the date that is thirty (30) days after termination of this Sublease or Subtenant's right the holdover period has commenced, the Monthly Base Rent for any such holdover period shall be increased to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate be equal to (1) for the first thirty days of holding over, 125% of the greater of (i) one hundred fifty percent (150%) of the rate of Monthly Base Rent and Additional Rent payable by Subtenant hereunder in effect under this Lease immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionsuch holdover, or (ii) the then current fair market rental rate of base rent and additional rent payable by Sublandlord for the Premises, as reasonably determined by Landlord, in either event prorated on a square footage monthly basis; provided, immediately prior however, holdover rent for the first thirty (30) days of the holdover will not be prorated and a minimum of a full month’s worth of holdover rent shall be due, whether Tenant holds over one (1) day or all thirty (30) days. Acceptance by Landlord of rent after such expiration or earlier termination will not result in a renewal of this Lease. The foregoing provisions of this Paragraph 11 are in addition to and do not affect Landlord’s right of re-entry or any rights of Landlord under this Lease or as otherwise provided by law. If Tenant fails to surrender the Premises upon the expiration of this Lease in accordance with the terms of this Paragraph 11 despite demand to do so by Landlord, Tenant agrees to promptly indemnify, protect, defend and hold Landlord harmless from all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including legal fees and costs), including, without limitation, costs and expenses incurred by Landlord in returning the Premises to the condition in which Tenant was to surrender it and claims made by any succeeding tenant founded on or resulting from Tenant’s failure to surrender the Premises. The provisions of this Subparagraph 11(b) will survive the expiration or other earlier termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises If Tenant (directly or through any portion thereof after the expiration successor-in-interest of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunderTenant) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy possession of all or any portion of the Premises after the expiration of this Sublease the Term or after the termination of this Sublease Lease with the written consent of Landlord, such continued possession shall be construed to be a tenancy from month to month at one hundred twenty-five percent (125%) of the Monthly Base Rent payable in the last full month prior to such termination or Subtenant's right to possessionexpiration (and shall be increased in accordance with Paragraph 3(b)), Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) together with an amount estimated by Landlord for the first thirty days monthly Additional Charges for Expenses and Taxes payable under this Lease, and shall otherwise be on the terms and conditions herein specified so far as applicable. If Tenant (directly or through any successor-in-interest of Tenant) remains in possession of all or any portion of the Premises after the expiration of the Term or the termination of this Lease without the written consent of Landlord, Tenant’s continued possession shall be on the basis of a tenancy at the sufferance of Landlord. In such event, Tenant shall continue to comply with or perform all the terms and obligations of Tenant under this Lease, except that the Monthly Base Rent during Tenant’s holding over, 125% of over shall be the greater of the then-fair market rent for the Premises (ias reasonably determined by Landlord) or one hundred fifty percent (150%) of the rate of Monthly Base Rent and Additional Rent Charges for Expenses and Taxes payable by Subtenant hereunder immediately in the last full month prior to the termination or expiration of this Lease (and shall be increased in accordance with Paragraph 3(b). In addition to Rent, Tenant shall pay Landlord for all damages proximately caused by reason of the Tenant’s retention of possession. Landlord’s acceptance of Rent after the expiration of the Term or other termination of the Term of this Sublease Lease shall not constitute a renewal of this Lease, and nothing contained in this provision shall be deemed to waive Landlord’s right of re-entry or of Subtenant's any other right to possessionhereunder or at law. Tenant acknowledges that, or (ii) the rate of base rent in Landlord’s marketing and additional rent payable by Sublandlord re-leasing efforts for the Premises, Landlord is relying on a square footage basisTenant’s vacation of the Premises on the Expiration Date. Accordingly, immediately prior Tenant shall indemnify, defend and hold Landlord harmless from and against all claims, liabilities, losses, costs, expenses and damages arising or resulting directly or indirectly from Tenant’s failure to timely surrender the expiration Premises, including (i) any loss, cost or other termination damages suffered by any prospective tenant of this Sublease all or any part of Subtenant's right to possessionthe Premises, and (2ii) thereafter, 150% Landlord’s damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of all or any portion of the greater Premises by reason of (i) the rate such failure of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior Tenant to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for timely surrender the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease the Lease Term hereof, or after termination any extension thereof pursuant to Section 2.2 of this Sublease Lease, with or without the express or implied consent of Subtenant's Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable at a monthly rate equal to one hundred twenty-five percent (125%) of the Rent applicable during the last rental period of the Lease Term under this Lease for the first two (2) months of such holdover and at a monthly rental rate equal to one hundred fifty percent (150%) of the Rent applicable during the last rental period of the Lease Term under this Lease for the third (3rd) month of such holdover, and at a monthly rental rate equal to two hundred percent (200%) of the Rent applicable during the last rental period of the Lease Term under this Lease thereafter. Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. Except as specifically provided above, nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Landlord as provided in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination Lease. The provisions of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Article 16 shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create limit or constitute a waiver of any month other rights or remedies of Landlord provided herein or at law. Tenant acknowledges that if Tenant holds over without Landlord's consent, such holding over may compromise or otherwise affect Landlord's ability to month enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other tenancyliabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits, resulting from such failure to surrender.

Holding Over. Subtenant shall have no right If Tenant fails to occupy deliver possession of the Premises or any portion thereof on the Termination Date, but holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease without the express prior written consent of Landlord, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant such tenancy shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not be construed as a penaltytenancy at sufferance on the same terms and conditions as are contained herein, monthly rental at a rate equal to (1) for except that the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Fixed Monthly Rent payable by Subtenant hereunder Tenant during such period of holding over shall automatically increase as of the Termination Date to an amount equal to one hundred twenty-five percent (125%) of the Fixed Monthly Rent payable by Tenant for the calendar month immediately prior to the expiration or other termination date when Tenant commences such holding over (the “Holdover Rent”), prorated for any partial month. Tenant’s payment of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionsuch Holdover Rent, and (2) thereafterLandlord’s acceptance thereof, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable shall not constitute a waiver by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord Landlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any Landlord’s rights or remedies with respect to such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, nor shall it be deemed to create be a consent by Landlord to Tenant’s continued occupancy or possession of the Premises past the time period covered by Tenant’s payment of the Holdover Rent. Furthermore, if Tenant fails to deliver possession of the Premises to Landlord upon the expiration or earlier termination of this Lease, and Landlord has theretofore notified Tenant in writing that Landlord requires possession of the Premises for a succeeding tenant, then, in addition to any month other liabilities to month or other tenancyLandlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees and expenses) and liability resulting from such failure, including without limiting the foregoing, any claims made by any succeeding tenant arising out of Tenant’s failure to so surrender, and any lost profits to Landlord resulting therefrom. Notwithstanding the provisions contained hereinabove regarding Tenant’s liability for a continuing holdover, Landlord agrees to use commercially reasonable efforts to insert into any future lease of another tenant proposing to occupy the Premises provisions similar to those contained in Section 2.1, permitting mitigation of Tenant’s damages arising out of Tenant’s temporary holdover.

Holding Over. Subtenant shall have no right to occupy In the Premises case of any holding over or any portion thereof possession by Tenant after the expiration Lease Expiration Date without the Approval of Landlord, Tenant shall be a tenant from month to month and shall pay Landlord as Percentage Rent an amount per month equal to one and a half times (1.5X) the highest month’s Rent paid during the Term as adjusted on the first day of each Lease Year during the Term by the CPI Increase. Further, in the event Tenant shall hold over beyond the Lease Expiration Date and any date for surrender of the Leased Premises set forth in Landlord’s written Notice demanding possession thereof given following the Lease Expiration Date, Tenant shall reimburse Landlord for all actual reasonable expenses and losses incurred by Landlord by reason of Landlord’s inability to deliver possession of the Leased Premises to a successor tenant free and clear of the possession of Tenant, together with interest on such expenses at the Default Rate from the date such expenses are incurred until reimbursed by Xxxxxx, together with Xxxxxxxx’s reasonable attorneys’ fees, charges and costs. The acceptance of Rent under this Section 22.3 by Landlord shall not constitute an extension of the Term of this Sublease Lease or after termination of this Sublease or of Subtenant's afford Tenant any right to possession of the Leased Premises beyond any date through which such Rent shall have been paid by Xxxxxx and accepted by Landlord. Such Rent shall be due to Landlord for the period of such holding over, whether or not Landlord is seeking to evict Tenant; and, unless Landlord otherwise then agrees in consequence writing, such holding over shall be, and shall be deemed and construed to be, without the Approval of Landlord, whether or not Landlord has accepted any sum due pursuant to this Section 22.3. Notwithstanding the foregoing to the contrary, in the event Tenant holds over beyond the Lease Expiration Date, such holding over shall be an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Landlord shall be construed entitled to execute its remedies as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth provided in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant The Tenant shall have no right to remain in possession after the Termination Date. If the Tenant shall occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Demised Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for Lease with the first thirty days of holding over, 125% consent of the greater Landlord (which consent shall be the obligation of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately Tenant to obtain in writing prior to the expiration or other termination of this Sublease or of Subtenant's right Termination Date and which consent Landlord shall be under no obligation to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessiongive), and (2) thereafterrent is accepted and collected from said Tenant, 150% of the greater of (i) the rate of Base Rent such occupancy and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum payment shall be construed as payment on account and not in satisfaction an extension of damages this Lease for a term of month-to-month only, from the date of such holding overexpiration. In no event such event, if either Landlord or Tenant desires to terminate said occupancy at the end of any month after the termination of this Lease, the party so desiring to terminate the same shall any give the other party thirty (30) days' written notice to that effect. If such holding overoccupancy continues after the aforesaid notice of termination, or if Tenant shall continue its occupancy after the receipt Termination Date without obtaining Landlord's written consent, Tenant shall pay to Landlord, as partial damages, one and a half times the amount of both fixed annual rental (at the rate which was last in effect for the term) and all additional rent for the time, on a per diem basis, Tenant retains possession of the Demised Premises or any part thereof after termination of the term, together with all costs, expenses and damages incurred by Sublandlord Landlord and its agents to obtain possession from Tenant. Furthermore, if such occupancy continues after the aforesaid notice of termination, or if Tenant shall continue its occupancy after the Termination Date without obtaining Landlord's written consent, Tenant shall be liable to Landlord for any amounts set forth loss of rents and/or liability sustained by Landlord or its agents in this Section 19, connection with any subsequent tenancy which may have intended to occupy said Demised Premises at the expiration of the term herein. The acceptance of rent and/or additional rent by Landlord shall not be deemed to create any month to month a new or additional tenancy other tenancythan aforesaid.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease or after other termination of this Sublease or Subtenant's right the Lease Term, then, at Landlord’s option, Tenant shall be deemed to possession, Subtenant shall pay, as minimum damages and not be occupying the Premises as a penaltymonth-to-month tenant only, at a monthly rental at a rate equal to (1i) for the first thirty (30) days of such holding over, 125% of the greater of (ia) one hundred fifty percent (150%) of the rate of Base Annual Fixed Rent and any Additional Rent payable hereunder during the last month of the Lease Term and (b) one hundred fifty percent (150%) of the then current market rent for the Premises and (ii) thereafter, the greater of (a) two hundred percent (200%) of the Annual Fixed Rent and any Additional Rent payable hereunder during the last month of the Lease Term and (b) two hundred percent (200%) of the then current market rent for the Premises, and otherwise on the terms and conditions set forth in this Lease, as far as applicable. Tenant shall also pay all Additional Rent payable under the terms of this Lease, prorated for each month during which Tenant remains in possession. Such month-to-month tenancy may be terminated by Subtenant hereunder immediately Landlord effective as of the last day of any calendar month by delivery to Tenant of notice of such termination prior to the first day of such calendar month. Landlord waives no rights against Tenant by reason of accepting any holding over by Tenant and Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, losses and liabilities for damages resulting from failure to surrender possession within forty-five (45) days after the Expiration Date, including, without limitation, any claims made by any succeeding tenant and any lost profits, and such obligations shall survive the expiration or other sooner termination of this Sublease Lease. The provisions of this Section 20.17 shall not in any way be deemed to (i) permit Tenant to remain in possession of the Premises after the Expiration Date or sooner termination of Subtenant's right to possessionthis Lease, or (ii) imply any right of Tenant to use or occupy the rate Premises upon expiration or termination of base rent this Lease and additional rent payable the Lease Term, and no acceptance by Sublandlord for Landlord of payments from Tenant after the Premises, Expiration Date or sooner termination of the Lease Term shall be deemed to be other than on a square footage basis, immediately prior account of the amount to be paid by Tenant in accordance with the provisions of this Section 20.17. Tenant’s obligations under this Section 20.17 shall survive the expiration or other earlier termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy If Tenant (directly or through any Transferee or other ------------ successor-in-interest of Tenant) remains in possession of the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease Lease, Tenant's continued possession shall be on the basis of a tenancy at will or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) tenant by the Expiration Date month. No act or earlier termination of this Subleaseomission by Landlord, Sublandlord may exercise any and all remedies available other than its specific written consent, shall constitute permission for Tenant to it at law or continue in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect if such consent is given or declared to have been given by a court judgment, Landlord may terminate such holdover tenancy at any time upon thirty (30) days written notice. In the event of any such holdover, Tenant shall continue to comply with or perform all the terms and all holdover charges or penalties imposed obligations of Tenant under this Lease, except that the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenantmonthly Base Rent during Tenant's holding overover shall be, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty 30 days of holding oversuch holdover, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, at 150% of the greater Base Rent payable in the last full month prior to the termination thereof and, thereafter, at twice the Base Rent payable in the last full month prior to the termination hereof. Acceptance by Landlord of rent after such termination shall not constitute a renewal or extension of this Lease; and nothing contained in this provision shall be deemed to waive Landlord's right of re-entry or any other right hereunder or at law. Notwithstanding the foregoing, if Landlord desires to regain possession of the Premises promptly after the termination or expiration hereof and prior to acceptance of rent for any period thereafter, Landlord may, at its option, forthwith re-enter and take possession of the Premises or any part thereof without process or if required with any process required under applicable Laws. Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims arising or resulting from Tenant's failure to timely surrender the Premises, including (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionany loss, cost, or damages incurred by any prospective tenant of the Premises, and (ii) Landlord's damages as a result of such prospective tenant rescinding or refusing to enter into the rate prospective lease of base rent and additional rent payable the Premises by Sublandlord for reason of such failure to timely surrender the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right Except for any permitted occupancy by Tenant under Article VIII, if Tenant fails to occupy surrender the Premises or any portion thereof after at the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the termination or expiration shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises during the holdover shall be subject to all the terms and provisions of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant Lease and Tenant shall pay, as minimum damages and not as pay an amount (on a penalty, monthly rental at a rate per month basis without reduction for partial months during the holdover) equal to (1) for the first thirty days of holding over, 125150% of the greater of of: (i1) the rate sum of the Base Rent and Additional Rent payable due for the period immediately preceding the holdover; or (2) the fair market gross rental for the Premises as reasonably determined by Subtenant hereunder immediately prior to Landlord. No holdover by Tenant or payment by Tenant after the expiration or other early termination of this Sublease Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of Subtenantpossession of the Premises by summary proceedings or otherwise. In addition to the payment of the amounts provided above, if Landlord is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, as a result of Tenant's right holdover and Tenant fails to vacate the Premises within 15 days after Landlord notifies Tenant of Landlord's inability to deliver possession, or (iiperform improvements, Tenant shall be liable to Landlord for all damages, including, without limitation, consequential damages, that Landlord suffers from the holdover. XXVI. Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) the rate of base rent and additional rent payable by Sublandlord for trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, on the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a square footage basis"Mortgage"). The party having the benefit of a Mortgage shall be referred to as a "Mortgagee". This clause shall be self-operative, immediately prior but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord's interest in the Lease, Tenant shall, without charge, attorn to the expiration successor-in-interest. Landlord and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver an estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). The estoppel certificate shall include a statement certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in full force and effect, describing the dates to which Rent and other termination charges have been paid, representing that, to such party's actual knowledge, there is no default (or stating the nature of this Sublease the alleged default) and indicating other matters with respect to the Lease that may reasonably be requested. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's then current Mortgagee on such Mortgagee's then current standard form of agreement. "Reasonable efforts" of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the Mortgagee. Upon request of SubtenantLandlord, Tenant will execute the Mortgagee's right form of non-disturbance, subordination and attornment agreement and return the same to possessionLandlord for execution by the Landlord, if required by the Mortgagee, and (2) thereafterthe Mortgagee. Landlord's failure to obtain a non-disturbance, 150% subordination and attornment agreement for Tenant shall have no effect on the rights, obligations and liabilities of the greater of (i) the rate of Base Rent Landlord and Additional Rent payable Tenant or be considered to be a default by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionLandlord hereunder. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyXXVII.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over with Landlord’s express written consent after the expiration of the Lease Term or earlier termination thereof, such tenancy shall be from month-to-month only. If Tenant holds over after the expiration of the Lease Term or earlier termination thereof without Landlord’s express written consent, such tenancy shall be a tenancy-at-sufferance. In either event, such holdovers shall not constitute a renewal hereof or an extension for any further term. In either event, in addition to Tenant's Share of Direct Expenses, the Base Rent shall be payable (i) during the first 180 days of the holdover period shall be at a monthly rate equal to 125% of the monthly Base Rent applicable during the last rental period of the Lease Term and (ii) thereafter during a holdover period, at a monthly rate equal to 150% of the monthly Base Rent applicable during the last rental period of the Lease Term under this Sublease Lease. Such tenancy shall be subject to every other applicable term, covenant and agreement contained herein, and the month-to-month tenancy shall be terminable by Landlord or after Tenant upon not less than 30 days' prior written notice. Notwithstanding the foregoing, nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant following the Lease Term, the termination of this Sublease such month-to-month tenancy or of Subtenantfollowing Landlord's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease due to an Event of Default, Sublandlord may exercise and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon any such termination of this Lease. If Tenant holds over following the termination of the Lease Term, such month-to-month tenancy or following Landlord's earlier termination of this Lease due to an Event of Default, and tenders payment of rent for any period beyond the termination of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises following the termination of the Lease Term or a month-to-month tenancy, or following Landlord's earlier termination of this Lease due to an Event of Default, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all remedies available loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to it at law or in equity surrender and any lost profits to Landlord resulting therefrom. Tenant agrees that any proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney’s fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be only a Tenant at sufferance, whether or not Landlord accepts any rent from Tenant or any other person while Tenant is holding over without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention one hundred fifty percent (150%) the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including reasonable attorneys' fees, resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination shall not constitute a renewal of this Sublease or of SubtenantLease, and nothing contained in this Paragraph 25 shall waive Landlord's right to possession of reentry or any other right. Additionally, in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date that upon expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any Tenant has not fulfilled its obligation with respect to repairs and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, any other Tenant obligations as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be deemed to create considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any month to month expiration or other tenancyearlier termination of this Lease.

Holding Over. Subtenant This Lease and the tenancy hereby created shall have no right cease and expire at the end of the Initial Lease Term, or, if applicable, at the expiration of any renewal period(s), without the necessity of any notice of termination from either Landlord or Tenant, and Tenant hereby waives any statutorily or otherwise required notice to occupy remove, quit or vacate. If Tenant holds possession of the Leased Premises or any portion thereof after the expiration of this Sublease or after sooner termination of this Sublease Lease for any reason, Tenant shall be deemed to be a tenant-at-will and Tenant shall pay Landlord 150% of the Rent (including, without limitation, base or Annual Rent, Additional Rent and any taxes or operating or maintenance costs pass-through to the Tenant under the terms of Subtenantthis Lease) reserved in this Lease for such period of time as Tenant remains in possession of the Leased Premises; but such payment of rent shall not create any lease arrangement whatsoever between Landlord and Tenant. During such period, Landlord shall retain all of Landlord's right rights under this Lease and shall be entitled to the benefit of any law respecting summary recovery of possession of leased premises from a tenant holding over regardless of whether or not any required statutory notice to quit, vacate or surrender has been given by Landlord. If the Leased Premises be not surrendered at the expiration or sooner termination of this Lease, then Tenant shall indemnify, defend and hold Landlord harmless against all loss, claim, expense or liability resulting from the delay by Tenant in consequence so surrendering the Leased Premises, including, without limitation, any claims made by any succeeding occupant founded on such delay. Tenant's obligations under this Section shall survive the expiration of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over Lease Term (including removal of all personal property and fixtures required to be removed and returning renewal(s)) or the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be only a Tenant at sufferance, whether or not Landlord accepts any Rent from Tenant or any other person while Tenant is holding over without Landlord's written consent. If Tenant retains possession of the Premises or any portion thereof after without Landlord's consent following the Lease expiration or sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention double the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including reasonable attorney's fees, resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination shall not constitute a renewal of this Sublease or after termination of Lease, and nothing in this Sublease or of SubtenantSection 25 shall waive Landlord's right to possession of reentry or any other right. Additionally, in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date that upon expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any Tenant has not fulfilled its obligation with respect to repairs and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, any other Tenant obligations as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of this section shall apply. The provisions of this Section 19, be deemed to create 25 shall survive any month to month expiration or other tenancyearlier termination of this Lease.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant’s holding over, Tenant shall have no right to occupy be only a Tenant al, sufferance whether or not Landlord accepts any Rent front Tenant or any other person while Tenant is holding over without Landlord’s written consent. If Tenant shall retain possession of the Premises or any portion thereof after (a) with Landlord’s consent then Tenant shall become a tenant from month to month upon the terms herein specified at a monthly rental equivalent to the then prevailing; monthly Rent payable by Tenant at the expiration of the term or this lease, or (h) without landlord’s consent following the expiration of this Sublease Lease or after sooner termination for any reason, then Tenant shall pay to landlord for each day of such retention one hundred fifty percent (150%) of the amount or daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold landlord harmless from any loss, liability or cost, including reasonable attorneys’ fees, resulting from delay by Tenant in surrendering the Premises, including, without limitation, any actual damages proven by the succeeding tenant feed to have been suffered as a result of such delay. Acceptance of Rent by Landlord following expiration or earlier termination shall not constitute a renewal of this Sublease lease, and nothing contained in this Paragraph 25 shall waive landlord’s right of reentry or of Subtenant's right to possession any other right. Additionally, in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date that upon expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any Tenant has not fulfilled its obligation with respect to repairs and all remedies available to it at law or in equity to recover possession cleanup of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant lire Premises or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, other Tenant obligations as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord shall have the right to perform any such obligations as it deems reasonably necessary at Tenant’s sole cost and expense, and any time reasonably required by Landlord to complete such obligations shall be deemed to create considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any month to month expiration or other tenancyearlier termination of this Lease.

Holding Over. Subtenant shall have no right Tenant will not be permitted to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to hold over possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of the Term, Landlord may, at its option, treat Tenant as a tenant at sufferance only, and such continued occupancy by Tenant shall be subject to all of the terms, covenants and conditions of this Sublease or after termination of this Sublease or Subtenant's right to possessionLease, Subtenant so far as applicable, except that the Monthly Base Rent for any such holdover period shall pay, as minimum damages and not as a penalty, monthly rental at a rate be equal to (1) for the first thirty days of holding over, 125% of the greater of (i) one hundred fifty percent (150%) (125% during the rate first three months of the holdover) of the Monthly Base Rent and Additional Rent payable by Subtenant hereunder in effect under this Lease immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionsuch holdover, or (ii) the then currently scheduled rental rate for comparable space in the Building, in either event prorated on a daily basis. Acceptance by Landlord of base rent after such expiration or earlier termination will not result in a renewal of this Lease. The foregoing provisions of this Paragraph 11 are in addition to and additional rent payable do not affect Landlord's right of re-entry or any rights of Landlord under this Lease or as otherwise provided by Sublandlord for law. If Tenant fails to surrender the Premises upon the expiration of this Lease in accordance with the terms of this Paragraph 11 despite demand to do so by Landlord, Tenant agrees to promptly indemnify, protect, defend and hold Landlord harmless from all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including attorneys' fees and costs), including, without limitation, costs and expenses incurred by Landlord in returning the Premises to the condition in which Tenant was to surrender it and claims made by any succeeding tenant founded on or resulting from Tenant's failure to surrender the Premises, on a square footage basis, immediately prior to . The provisions of this Subparagraph 11(b) will survive the expiration or other earlier termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of the Lease Term with the express written consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate of one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Sublease Lease. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. If Tenant holds over after the expiration of the Lease Term without the express written consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or after an extension for any further term, and in such case daily damages in any action to recover possession of the Premises shall be calculated at a daily rate equal to one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease (calculated on a per diem basis). Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to vacate and deliver possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Sublease Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of Subtenant's right to possession in consequence any other rights or remedies of an Event of Default hereunderLandlord provided herein or at law. In the event Subtenant or any party claiming by, through or under Subtenant If Tenant holds over without Landlord's express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (including removal whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of all personal property such check or acceptance of such wire shall be considered inadvertent and fixtures required not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to be removed Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord’s express written consent may compromise or otherwise affect Landlord's ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and returning deliver the Premises to Sublandlord in within thirty (30) days following the condition required hereunder) by the Expiration Date termination or earlier termination expiration of this SubleaseLease, Sublandlord may exercise in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all remedies available claims made by any succeeding tenant founded upon such failure to it at law or in equity vacate and deliver, and any losses suffered by Landlord, including lost profits, resulting from such failure to vacate and deliver. Tenant agrees that any proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney’s fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant If Tenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after expiration or termination of the term of this Lease with respect to that portion of the Premises without the written consent of Landlord (hereinafter referred to as a “holdover”), then, absent express agreement of Landlord, such holding over shall be a tenancy at sufferance and not for any periodic or fixed term. Tenant shall pay monthly rental hereunder during the first thirty (30) days of such holdover period at an amount equal to one hundred twenty-five percent (125%) of the monthly Base Rent payable immediately prior to expiration of this Sublease or after termination such term with respect to such Premises. After the first thirty (30) days of this Sublease or Subtenant's right to possessionsuch holdover period, Subtenant Tenant shall pay, as minimum damages and not as a penalty, pay monthly rental at a rate an amount equal to one hundred fifty percent (1150%) for the first thirty days of holding over, 125% of the greater of (i) the rate of monthly Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of such term with respect to such Premises. In addition, Tenant shall pay to Landlord its proportionate share of Real Property Taxes, Project Property Insurance and Operating Expenses as provided in this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionLease. The acceptance by Sublandlord of any lesser sum Nothing herein shall be construed as payment on account and not a consent in satisfaction advance by Landlord to any holding over by Tenant or to any specific terms or conditions of damages for such holding over. In no event shall any such holding over, or and Landlord expressly reserves the receipt by Sublandlord right to require Tenant to surrender possession of any amounts set forth the Premises to Landlord when and as required hereunder. Any holding over with the written consent of Landlord shall, except as otherwise specified in this Section 19such consent, be deemed to create any thereafter constitute a lease from month to month but otherwise subject to all of the terms and conditions of this Lease, excluding any options or other tenancyrights of Tenant to renew or extend this Lease or expand the Premises hereunder. In addition, Tenant shall not be liable for any consequential damages or claims of lost profits or lost income in connection with any holdover unless Tenant fails to vacate and surrender to Landlord possession of the Premises within twenty (20) days after Landlord’s written notice to Tenant to do so.

Holding Over. Subtenant shall have no right to occupy If Tenant or Tenant’s Visitors holds over possession of the Premises or any portion thereof after beyond the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise such holding over will not be deemed to extend the Term or renew this Lease but such holding over will continue upon the terms, covenants and conditions of this Lease except that the charge for use and occupancy of the Premises for each calendar month or portion thereof that Tenant or Tenant’s Visitors holds over will be a liquidated sum equal to one-twelfth (1/12th) of the Applicable Holdover Percentage of the Basic Rent and Additional Rent during the twelve (12) month period preceding the expiration or earlier termination of this Lease. The “Applicable Holdover Percentage” means (i) one hundred fifty percent (150%) of the Basic Rent and one hundred percent (100%) of the Additional Rent for the first ninety (90) days following the Termination Date, and (ii) two hundred percent (200%) of both the Basic Rent and Additional Rent for all periods from and after the ninetieth (90th) day after the Termination Date. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant or any assignee, subtenant or licensee of Tenant to timely surrender possession of the Premises will exceed the amount of the monthly Basic Rent and Additional Rent and will be impossible to accurately measure. Without limiting Landlord’s other remedies under this Lease, EXHIBIT 10.57 if the Premises are not surrendered within sixty (60) days after the Termination Date, Tenant shall indemnify, defend and hold harmless Landlord against any and all remedies available to it at law or in equity to recover possession of the Premiseslosses and liabilities resulting therefrom, and Subtenant shall indemnify and hold harmless Sublandlord in respect of including, without limitation, any and all holdover charges or penalties imposed under the Prime Lease claims founded upon Sublandlord in respect of the entire Leased Space and in respect of such delay made by any and all other damagessucceeding tenant, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, provided that Landlord has notified Tenant that Landlord has executed a lease for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises. Nothing contained in this Lease will be construed as a consent by Landlord to the occupancy or possession of the Premises after beyond the expiration of this Sublease or after earlier termination of this Sublease Lease. Tenant shall, at its sole cost and expense, take all actions required to remove any assignee, subtenant or Subtenant's right licensee of Tenant, or other party claiming rights to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to Premises under or through Tenant upon the expiration or other earlier termination of the Term. The provisions of this Article 24 will survive the expiration or earlier termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right Tenant will, at the expiration or termination of this Lease by lapse of time or otherwise, yield up immediate possession to occupy Landlord. If Tenant retains possession of the Premises or any portion part thereof after such expiration or termination, then Landlord may, at its option, serve written notice upon Tenant that such holding over constitutes any one of (i) creation of a month-to-month tenancy, upon the terms and conditions set forth in this Lease, or (ii) creation of a tenancy at sufferance (with the right to lock-out Tenant pursuant to Section 19(C) below), in any case upon the terms and conditions set forth in this Lease; provided, however, that the monthly Base Rent (or daily Base Rent under (ii)) shall, in addition to all other sums which are to be paid by Tenant hereunder, whether or not as additional Rent, be equal to one hundred twenty-five percent (125%) of the Base Rent being paid monthly to Landlord under this Lease immediately prior to such termination for the first thirty (30) days of Tenant’s holdover, and thereafter at a rate of one hundred fifty percent 150% of the Base Rent being paid monthly to Landlord under this Lease immediately prior to such termination. Such holdover Base Rent shall be prorated on the basis of a 365-day year for each day Tenant remains in possession. Tenant shall be liable for consequential damages to Landlord for any holdover, provided Landlord gives Tenant written notice (“Holdover Notice”) that Landlord has entered into another lease with an tenant for all or part of the Premises, and Tenant fails to vacate and surrender the Premises within thirty (30) days following the later of (i) the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease and (ii) the date Tenant receives the Holdover Notice. In addition to the foregoing, Sublandlord may exercise any and Tenant shall also pay to Landlord all remedies available to it at law or in equity to recover damages sustained by Landlord resulting from retention of possession of by Tenant, including the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect loss of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, proposed subsequent tenant for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration Premises. Upon request of this Sublease or after termination of this Sublease or Subtenant's right to possessionTenant, Subtenant Landlord shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to advise Tenant within sixty (160) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination date, of any situation or condition which may give rise to consequential damages. The provisions of this Sublease paragraph shall not constitute a waiver by Landlord of any right of re-entry as herein set forth; nor shall receipt of any Rent or any other act in apparent affirmance of Subtenant's the tenancy operate as a waiver of the right to possessionterminate this Lease for a breach of any of the terms, covenants, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, obligations herein on a square footage basis, immediately prior Tenant’s part to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyperformed.

Holding Over. Subtenant shall have no right to occupy If, with Landlord’s express written consent, Tenant retains possession of the Premises or any portion thereof after the expiration termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (ii) all of the other terms and provisions of this Sublease Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or after termination of this Sublease renewal option or of Subtenant's other similar right or option) during such holdover period, (iii) Tenant shall continue to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord pay Base Rent in the condition required hereunder) by amount payable upon the Expiration Date date of the expiration or earlier termination of this SubleaseLease or such other amount as Landlord may indicate, Sublandlord may exercise any in Landlord’s sole and all remedies available to it at law or absolute discretion, in equity to recover possession of the Premisessuch written consent, and Subtenant (iv) all other payments shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed continue under the Prime Lease upon Sublandlord in respect terms of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredthis Lease. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Sublease or after termination Lease, including the obligation to pay 100% of all Additional Rent due under this Sublease or Subtenant's right to possessionLease, Subtenant except that the monthly Base Rent shall pay, as minimum damages and not as a penalty, monthly rental at a rate be equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent in effect during the last 30 days of the Term, and Additional Rent payable (B) Tenant shall be responsible for all damages suffered by Subtenant hereunder immediately prior Landlord resulting from or occasioned by Txxxxx’s holding over, including consequential damages; provided that, unless Lxxxxxxx gave written notice to Tenant at least 30 days before the expiration of the Term that a subsequent tenant would be leasing the Premises or other any part thereof and that Landlord reasonably anticipates holding over is reasonably likely to impact Landlord’s delivery schedule to such new tenant, Tenant shall be responsible for consequential damages only once Txxxxx’s holding over exceeds 15 days. No holding over by Txxxxx, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Sublease Lease shall not result in a renewal or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination reinstatement of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease or after earlier termination of this Sublease or SubtenantLease with the express written consent of Landlord, Tenant's right to possession, Subtenant occupancy shall pay, as minimum damages and not as be a penalty, monthly rental month-to-month tenancy at a rate equal to (1) for the first thirty days of holding overrent agreed upon by Landlord and Tenant, 125% of but in no event less than the greater of (i) one hundred fifty percent (150%) of the rate of Base Monthly Rent and Additional Rent payable by Subtenant hereunder immediately under this Lease during the last full month prior to the date of the expiration or other termination of this Sublease or of Subtenant's right to possession, Lease or (ii) the rate of base rent and additional rent payable then fair market rental (as reasonably determined by Sublandlord Landlord) for the Premises. Except as provided in the preceding sentence, the month-to-month tenancy shall be on the terms and conditions of this Lease, except that any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building contained in this Lease shall be deemed to have terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy or in a square footage basis, immediately prior to renewal of the original term of this Lease. If Tenant remains in possession of the Premises after the expiration or other earlier termination of this Sublease or Lease without Landlord's consent, Tenant's continued possession shall be on the basis of Subtenant's right a tenancy at sufferance and Tenant shall pay as Monthly Rent during the holdover period an amount equal to possession, and (2) thereafter, 150% of the greater of (i) one hundred fifty percent (150%) of the rate fair market rental (as reasonably determined by Landlord) for the Premises or (ii) one hundred seventy five percent (175%) of Base the Monthly Rent and Additional Rent payable by Subtenant hereunder immediately under this Lease for the last full month prior to the date of such expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancytermination.

Holding Over. Subtenant 31.1 In the event Tenant, or any party claiming under Tenant, retains possession of the Premises after the Expiration Date or Termination Date, such possession shall have no right be that of a holdover tenant and an unlawful detainer. No tenancy or interest shall result from such possession, and such parties shall be subject to occupy immediate eviction and removal. Tenant or any such party shall pay Landlord, as Base Rent for the period of such holdover, an amount equal to one hundred fifty percent (150%) of the Base Rent otherwise provided for herein, during the time of holdover together with all other Additional Rent and other amounts payable pursuant to the terms of this Lease. Tenant shall also be liable for any and all damages sustained by Landlord due to the loss of a prospective third-party tenant, or delay in delivering the Premises or a portion thereof to a prospective third-party tenant, or a delay in Landlord's ability to perform improvements for a prospective third-party tenant resulting from Tenant's holdover; provided that (a) the lease to the prospective third-party tenant has been fully executed, and (b) Landlord has given notice to Tenant of the date Landlord, pursuant to such lease, intends to deliver the Premises or any portion thereof after to the expiration prospective third-party tenant or commence improvements for that prospective third-party tenant at least thirty (30) days prior to such date. Tenant shall vacate the Premises and deliver same to Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. The Rent during such holdover period shall be payable to Landlord on demand. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend the Term of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease the Lease Term with or after termination without the express written consent of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming byLandlord, through or under Subtenant holds over (including removal of all personal property and fixtures required to such tenancy shall be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premisesfrom month-to-month only, and Subtenant shall indemnify and hold harmless Sublandlord in respect of not constitute a renewal hereof or an extension for any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space further term, and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant case Rent shall pay, as minimum damages and not as a penalty, monthly rental be payable at a monthly rate equal to (1) for the first thirty days of holding over, 125% of the greater product of (i) the rate Rent applicable during the last rental period of Base Rent the Lease Term under this Lease, and Additional Rent payable (ii) a percentage equal to either (A) one hundred twenty-five percent (125%) during the first three (3) months of any such month-to-month holdover, and (B) thereafter, one hundred fifty percent (150%). Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Subtenant hereunder immediately prior Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Sublease Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of Subtenantany other rights or remedies of Landlord provided herein or at law. If Tenant holds over without Landlord's right express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to possessionLandlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord's express written consent may compromise or otherwise affect Landlord's ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and deliver the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (iiincluding reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the rate generality of base rent the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and additional rent payable by Sublandlord for any lost profits to Landlord resulting therefrom; provided, however, upon entering into a third-party lease which affects all or any portion of the Premises, on a square footage basisLandlord shall deliver written notice (the "New Lease Notice") of such lease to Tenant, immediately prior to following which the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% terms of the greater foregoing indemnity shall only become effective upon the later of (i) the rate of Base Rent date that occurs sixty (60) days following the date Landlord delivers such New Lease Notice to Tenant, and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for date which occurs thirty (30) days after the Premises, on a square footage basis, immediately prior to the termination or expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant This Lease and the tenancy hereby created shall have no right cease and expire at the end of the Initial Lease Term, or, if applicable, at the expiration of any renewal period(s), without the necessity of any notice of termination from either Landlord or Tenant, and Tenant hereby waives any statutorily or otherwise required notice to occupy remove, quit or vacate. If Tenant holds possession of the Leased Premises or any portion thereof after the expiration of this Sublease or after sooner termination of this Sublease Lease for any reason, Tenant shall be deemed to be a tenant-at-will and Tenant shall pay Landlord one and one-half times the Rent (including, without limitation, base or Annual Rent, Additional Rent and any taxes or operating or maintenance costs pass-through to the Tenant under the terms of Subtenant's right this Lease) reserved in this Lease for such period of time as Tenant remains in possession of the Leased Premises; but such payment of rent shall not create any lease arrangement whatsoever between Landlord and Tenant. During such period, Landlord shall retain all of Landlord’s rights under this Lease and shall be entitled to the benefit of any law respecting summary recovery of possession of leased premises from a tenant holding over regardless of whether or not any required statutory notice to quit, vacate or surrender has been given by Landlord. If the Leased Premises be not surrendered at the expiration or sooner termination of this Lease, then Tenant shall indemnify, defend and hold Landlord harmless against all loss, claim, expense or liability resulting from the delay by Tenant in consequence so surrendering the Leased Premises, including, without limitation, any claims made by any succeeding occupant founded on such delay. Tenant’s obligations under this Section shall survive the expiration of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over Lease Term (including removal of all personal property and fixtures required to be removed and returning renewal(s)) or the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant This Lease shall terminate without further notice on the Lease Expiration Date (as set forth in Article 1). Notwithstanding the foregoing, upon sixty (60) days advance notice from Tenant to Landlord, Tenant shall have no the right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds hold over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunderLeased Premises for sixty (60) by the Expiration Date or earlier termination of this Subleasedays, Sublandlord may exercise any and upon all remedies available to it at law or in equity to recover possession of the Premises, terms and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect conditions of the entire Leased Space and in respect of any and all other damagesLease, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right obligation to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of pay Base Monthly Rent and Additional Rent payable Rent. Any holding over by Subtenant hereunder immediately prior Tenant after expiration of the Lease Term shall neither constitute a renewal nor extension of this Lease nor give Tenant any rights in or to the expiration or other termination of Leased Premises except as expressly provided in this Sublease or of Subtenant's right Paragraph. Any such holding over to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum which Landlord has consented shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as payment on account and not in satisfaction applicable, except that (following the initial sixty (60) day holdover period described above, if applicable) the Base Monthly Rent shall be increased to an amount equal to one hundred twenty-five percent (125%) of damages for the Base Monthly Rent payable during the last full month immediately preceding such holding over. In no Without limiting the foregoing, in the event shall of a holding over to which Landlord has consented, any such holding over, rights of Landlord or the receipt by Sublandlord obligations of any amounts Tenant set forth in this Section 19Lease and purporting to apply during the term of this Lease, shall nonetheless also be deemed to create apply during any month such hold over period. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to month enter into new leases with prospective tenants regarding the Leased Premises. Therefore, if Tenant fails to surrender the Leased Premises upon the expiration or termination of this Lease (and following the initial sixty (60) day holdover period described above, if applicable), in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims resulting from such failure, including, without limiting the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits, resulting from such failure to surrender. Tenant shall have the right to request that Landlord provide to Tenant a written notice setting forth Landlord’s estimate of the maximum amount of actual, special and consequential damages (including loss of profits, loss of business opportunity, loss of goodwill and loss of use) Building 3 (“Holding Over Damages”) that Landlord will incur as the result of Tenant’s failure to surrender the Leased Premises following the expiration of the Lease Term. Within ten (10) business days after receipt of such request, Landlord shall provide Tenant a written notice setting forth Landlord’s estimate of Holding Over Damages. Tenant acknowledges and agrees that such notice is nothing more than an estimate of Holding Over Damages delivered to Tenant on an accommodation basis only, and in no event shall such estimate be considered a limit on, liquidation of, or other tenancymeasure of the actual Holding Over Damages which Landlord may incur as a result of any holding over by Tenant. The provisions of this Paragraph 13.2 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.

Holding Over. Subtenant shall have no right to occupy 37. If Tenant holds possession of the Premises or any portion thereof after the expiration or termination of the Term of this Sublease Lease, by lapse of time or after termination otherwise, with or without the express or implied consent of Landlord, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent and any other provision reasonably determined by Landlord to be inapplicable. For the initial three (3) months of any such holdover period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to one hundred fifty percent (150%) of the Base Rent payable by Tenant to Landlord during the last month of the Term of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming byLease, through or under Subtenant holds over (including removal plus 100% of all personal property applicable Additional Rent, and fixtures required thereafter Tenant shall pay to Landlord a monthly Base Rent in an amount equal to two hundred percent (200%) of the Base Rent payable by Tenant to Landlord during the last month of the Term of this Lease, plus 100% of all applicable Additional Rent. The monthly rent payable for such holdover period shall in no event be removed and returning the Premises to Sublandlord in the condition required hereunder) construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by the Expiration Date Landlord of any rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this SubleaseLease or an extension of the Term, Sublandlord may exercise or any waiver of any of Landlord’s rights or remedies with respect to such holdover. Notwithstanding any provision to the contrary contained herein, (a) Landlord expressly reserves the right to require Tenant to surrender possession of the Premises upon the expiration of the Term of this Lease or upon the earlier termination hereof or at any time during any holdover and all remedies available the right to it assert any remedy at law or in equity to recover possession of the Premisesevict Tenant and collect damages in connection with any such holdover, and Subtenant (b) Tenant shall indemnify indemnify, defend and hold Landlord harmless Sublandlord in respect of from and against any and all holdover charges claims, demands, actions, proceedings, losses, damages, liabilities, obligations, penalties, costs and expenses, including, without limitation, all lost profits and other consequential damages, attorneys’ fees, consultants’ fees and court costs incurred or penalties imposed under suffered by or asserted against Landlord by reason of Tenant’s failure to surrender the Prime Premises on the expiration or earlier termination of this Lease upon Sublandlord in respect accordance with the provisions of the entire Leased Space and in respect of this Lease; provided, however, that Landlord agrees to use commercially reasonable efforts to mitigate any and all other such damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession If Xxxxxx stays in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premisesapartment after the end of the Lease Agreement, Xxxxxx agrees to rent the premises on a daily basis of $100/day. All other terms and conditions of this Lease shall remain in effect during Tenant’s possession of the premises, unless otherwise agree to in writing by both Xxxxxx and Landlord. Additionally, if Tenant stays in possession after the end of the Lease Agreement, Landlord shall have the right, at its sole discretion, to remove Tenant’s belongings to storage for a minimum charge of $160. Xxxxxx agrees to pay this charge and any additional storage or clearing charges due within thirty (30) days of the storage of said personal property, or the Landlord has explicit permission to dispose of any stored items, without liability and without waiver of any accrued charges. BROOKVIEW COMMONS GUARANTY OF LEASE IN CONSIDERATION OF, and Subtenant shall indemnify to induce the execution and hold harmless Sublandlord delivery of the aforesaid Lease, the undersigned Guarantors jointly and severally and coextensively with Tenant hereby unconditionally, absolutely and without limitation in respect time or amount, guarantees to the aforesaid Landlord the full and timely payment of rent and performance of all covenants, terms and conditions of the Tenant inuring to the Landlord under said Lease including any and all holdover charges periods or penalties imposed renewals or extensions thereof. Said guaranty shall include the payment of Landlord's expenses, including, but not limited to, attorney's fees, incurred in enforcing this Guaranty. This Guaranty shall be a continuing Guaranty, not affected or diminished by any indulgence or extension of time that may be granted by the Landlord to the Tenant or by any amendment or modification of the Lease, or by the Tenant's discharge in bankruptcy or by any assignment or subletting of the Lease. The validity or enforceability of this Guaranty shall not be affected by the invalidity or unenforceability of the Lease, including any defense that Tenant lacks sufficient legal capacity to enter into the Lease. Any notice or demand to the Tenant concerning any default or the exercise of any remedy of Landlord shall ipso facto be notice to the undersigned. The Landlord is not obligated, under the Prime terms of this Guaranty, to seek or exhaust its remedies for default against the Tenant before recovering hereunder from the undersigned, and neither the release of any guarantors or release of any security for the Tenant's obligations under the Lease shall constitute a defense to Landlord's recovery hereunder as to any party not expressly released. NOTE: THE ATTACHED ADDITIONAL AGREEMENT PROVISIONS, GUARANTY OF LEASE AND RULES AND REGULATIONS SHOULD BE INITIALED BY TENANT AND GUARANTOR AT TIME OF SIGNING. The undersigned acknowledges full knowledge of the terms and provisions of this Lease. This Guaranty shall be binding upon Sublandlord the heirs, personal representatives and assigns of the undersigned, and inure to the benefit of the Landlord's successors and assigns. Guarantor hereby waives the right to trial by jury in any action or proceeding that may hereafter be instituted by Landlord in respect of this Guaranty and hereby irrevocably appoints Tenant as its agent for service of process related to this Guaranty. Grantor waives the entire Leased Space and in respect benefit of any statute of limitations affecting Guarantor's liability under this Guaranty. The Lease and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered this Guaranty shall be governed by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or interpreted under Subtenant remains in occupancy of all or any portion the laws of the Premises after State of Connecticut. Guarantor: By; (print name) (signature) Relationship to Tenant: Drivers Lic #: Cell Phone: State Drivers Lic: Work Phone: Social Security #: City, State, Zip: Date: Address: BROOKVIEW COMMONS RULES AND REGULATIONS These Rules and Regulations are incorporated by reference into the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages Lease Agreement between Landlord and not as Tenant and are a penalty, monthly rental at a rate equal to (1) part thereof. They are promulgated for the first thirty days purpose of holding overpreserving the welfare, 125% safety, and convenience of the greater of (i) the rate of Base Rent tenants in BROOKVIEW COMMONS and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on purposes of making a square footage basis, immediately prior to the expiration or other termination fair distribution of this Sublease or of Subtenant's right to possessionservices and facilities for all tenants, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination purpose of this Sublease or of Subtenantpreserving Landlord's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyproperty from abusive treatment.

Holding Over. Subtenant shall have no right If Tenant fails to occupy vacate and surrender occupancy of the Leased Premises or any portion thereof after upon the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of the Term in accordance with the terms of this SubleaseLease, Sublandlord may exercise any and all remedies available to it Tenant’s occupancy shall be deemed a tenancy at law or in equity to recover possession sufferance at a rental rate of one hundred fifty percent (150%) of the PremisesRent previously payable under this Lease, and Subtenant per diem. If Tenant becomes a tenant at sufferance pursuant to the foregoing, Tenant shall indemnify and hold harmless Sublandlord in respect of vacate the Leased Premises immediately at any and all holdover charges or penalties imposed under the Prime Lease time upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damagesLandlord’s demand and, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, provided that Landlord has delivered written notice to Tenant that Landlord has entered into a lease with a third party for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Leased Premises that Tenant continues to occupy, then after a period of twenty (20) days of Tenant’s continued possession of the Leased Premises, Tenant shall also indemnify Landlord against all claims for damages against Landlord as a result of Tenant’s possession of the Leased Premises, including, without limitation, claims for damages by such third party tenant to whom Landlord leased the Leased Premises, or any portion thereof, for a term commencing after the expiration or termination of this Lease. Notwithstanding anything in this Lease to the contrary, provided Tenant shall provide Landlord with not less than nine (9) month’s prior written notice and Tenant is not in Default under this Lease at the time it provides such notice to Landlord or at the then-current expiration date of the Lease Term, Tenant shall have the right to remain in the Leased Premises for a period of six (6) months after the expiration of this Sublease or after termination the then-current Lease Term subject to payment of this Sublease or Subtenant's monthly Rent (excluding any holdover premium) for each month of such occupancy at the rate applicable to the last month of the Lease Term, together with all Additional Rent and other sums payable during such period of occupancy; provided, further, during such period of occupancy, Landlord shall have no right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for evict Tenant from the first thirty days of holding over, 125% Leased Premises or otherwise obtain occupancy of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and Leased Premises provided that Tenant is not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in Default under this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease or after earlier termination of this Sublease or Subtenant's right to possessionLease with the express written consent of Landlord, Subtenant Tenant’s occupancy shall pay, as minimum damages and not as be a penalty, monthly rental month-to-month tenancy at a rate rent agreed upon by Landlord and Tenant in writing; provided, however, if Landlord has consented to the holdover in writing, but Landlord and Tenant did not agree in writing on the rent during the holdover period, the monthly rent during the holdover period shall be one hundred fifty percent (150%) of the Monthly Rent and Additional Rent payable under this Lease during the last full month prior to the date of the expiration or earlier termination of this Lease. Except as provided in the preceding sentence, the month-to-month tenancy shall be on the terms and conditions of this Lease, except that any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building contained in this Lease shall be deemed to have terminated and shall be inapplicable thereto. Landlord’s acceptance of rent after such holding over with Landlord’s written consent shall not result in any other tenancy or in a renewal of the original term of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease without Landlord’s consent, Tenant’s continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay as Monthly Rent during the holdover period an amount equal to (1i) for the first thirty (30) days of holding oversuch holdover without consent, 125% one hundred fifty percent (150%) of the greater of (i) the rate of Base Monthly Rent and Additional Rent payable by Subtenant hereunder immediately under this Lease for the last full month prior to the date of such expiration or other termination of this Sublease or of Subtenant's right to possessiontermination, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premisesthirty-first (31st) through sixtieth (60th) days of any such holdover without consent, on a square footage basis, immediately prior the aforementioned percentage shall increase to the expiration or other termination of this Sublease or of Subtenant's right to possession, one hundred seventy percent (175%) and (2iii) thereafterthereafter during such holdover without consent, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum percentage shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed increased to create any month to month or other tenancytwo hundred percent (200%).

Holding Over. Subtenant Tenant shall have no right to occupy vacate the Premises or any portion thereof after immediately upon the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date Term or earlier termination of this SubleaseLease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord as a result of any delay by Tenant in vacating the Premises that extends beyond thirty (30) days. If, Sublandlord may exercise any and all remedies available upon the expiration date or the date of earlier termination of this Lease, Tenant fails to it at law vacate or in equity to recover deliver possession of the PremisesPremises to Landlord, then this Lease shall become a month to month tenancy, subject to all the terms and Subtenant conditions set forth herein; provided, however that Tenant shall indemnify and hold harmless Sublandlord in respect pay to Landlord, by way of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other liquidated damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, one hundred twenty-five percent (125%) of the monthly rental Base Rent at a the then current rate equal to (1) for the first thirty days of holding over, 125% month of the greater of holdover period and then increased to an amount that is one-and-one-half (i1½) times the rate of Base Rent and Additional Rent at the then current rate (such sum being hereafter referred to as the "Holdover Rent") for each month Tenant occupies any part of the Premises, together with any other sums payable by Subtenant hereunder immediately prior to hereunder, commencing with the expiration Expiration Date or other the date of any earlier termination of this Sublease Lease and ending with the date that Tenant vacates or delivers possession of Subtenant's right the Premises to possessionLandlord. The Holdover Rent shall be payable monthly in advance on the first day of each month. The Holdover Rent shall be prorated for partial months. Notwithstanding anything to the contrary herein, Landlord expressly reserves all rights under applicable law to evict Tenant from the Premises if Tenant fails to vacate or (ii) deliver possession of the rate Premises to Landlord upon the Expiration Date or the date of base rent any earlier termination of this Lease, and additional rent payable by Sublandlord for Tenant expressly waives all legal notice to vacate the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyif available under applicable law.

Holding Over. Subtenant shall have no right Tenant will, at the termination of this Lease by lapse of time or otherwise, yield up immediate possession to occupy Landlord. If Tenant retains possession of the Premises or any portion part thereof after such termination, then, subject to the expiration last sentence of this Sublease or after termination Article, such holding over shall constitute creation of a month to month tenancy, upon the terms and conditions of this Sublease Lease; provided, however, that the monthly rental for such holding over shall, in addition to all other sums which are to be paid by Tenant hereunder, whether or not as Additional Rental, be equal to one hundred fifty percent (150%) of Subtenantthe Minimum Rental plus all Additional Rental, Operating Expenses and Real Estate Taxes being paid monthly to Landlord under this Lease immediately prior to such termination. In addition to and not in limitation of the foregoing, Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of possession by Tenant, including the loss of any proposed subsequent tenant for any portion of the Premises; provided, however, that Landlord shall make reasonable efforts to re-lease the Premises in whole or in part; but provided further that Landlord shall have the right to lease or attempt to lease premises in the Building other than the Premises which, at any time, become vacant before attempting to re-lease all or any part of the Premises pursuant to this Article. The provisions of this Article shall not constitute a waiver by Landlord of any right of re-entry as herein set forth; nor shall receipt of any rent or other sums or any other act in apparent affirmance of the tenancy operate (a) as an extension of the Term; (b) a waiver of Landlord's right to terminate Tenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect ; or (c) a waiver of the right to terminate this Lease for a breach of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damagesterms, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessioncovenants, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, obligations herein on a square footage basis, immediately prior Tenant's part to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyperformed.

Holding Over. Subtenant If Tenant provides Landlord with written notice ("HOLDOVER NOTICE") at least thirty (30) days prior to expiration of the Lease Term (or any applicable Extension Term) that Tenant will be holding over in the Premises, Tenant shall have the right (and, subject to the grace periods described below, the obligation) to hold over after the expiration of the Lease Term until the date ("HOLDOVER NOTICE DATE") specified in such Holdover Notice (but not in excess of one hundred twenty (120) days after the expiration of the Lease Term or applicable Extension Term). Any holdover tenancy (including without limitation, any holdover tenancy pursuant to a Holdover Notice) shall be subject to every applicable term, covenant and agreement contained herein, except that the Base Rent payable by Tenant for the Premises (irrespective of the amount of space Tenant continues to occupy in the Building) shall be escalated to equal one hundred ten percent (110%) of the then current Base Rent and Direct Expenses payments for the entire Premises for the first ninety (90) days of such holdover occupancy and one hundred twenty-five percent (125%) of such amount during the next succeeding ninety (90) days and from and after such one hundred eighty (180) day period, Rent shall equal one hundred fifty percent (150%) of such amount thereafter; provided, however, subject to the next sentence of this Article 16, such holdover Rent and Additional Rent shall be prorated on a per diem basis through and including the date ("ACTUAL SURRENDER DATE") Tenant actually vacates and surrenders the Premises to Landlord in the condition required under this Lease. If Tenant properly delivers the Holdover Notice and the Actual Surrender Date (a) is earlier than the Holdover Notice Date by forty-five (45) days or less, Tenant's obligation to pay such holdover Rent and Additional Rent shall terminate on a per diem basis as of the Actual Surrender Date, however if the Actual Surrender Date is earlier than forty-five (45) days prior to the Holdover Notice Date, Tenant's holdover Rent and Additional Rent shall cease as of the date which is forty-five (45) days prior to the Holdover Notice Date, or (b) is later than the Holdover Notice Date, Tenant's obligation to pay holdover Rent and Additional Rent shall cease as of the Actual Surrender Date, provided that Tenant shall have no right to occupy holdover beyond the Premises earlier to occur of fifteen (15) days after the Holdover Notice Date or any portion thereof the expiration of the one hundred twenty (120) period specified in the first sentence of this Article 16 above. By way of example only, and not as a limitation upon the foregoing, if the Holdover Notice indicates that the Holdover Notice Date is ninety (90) days after the expiration of the Lease Term or applicable Extension Term, Tenant shall be permitted to holdover until the date which is one hundred five (105) days after the expiration of the Lease Term or applicable Extension Term and Tenant's obligation to pay holdover Rent and Additional Rent shall be prorated on a per diem basis until the later of the forty-fifth (45th) day after the expiration of the Lease Term or applicable Extension Term or the Actual Surrender Date. Nothing contained in this Sublease or after termination of Article 16 shall be construed as consent by Landlord to any holding over by Tenant (except as expressly provided in this Sublease or of Subtenant's Article 16 above), and Landlord expressly reserves the right to require Tenant to surrender possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord Landlord as provided in this Lease upon the condition required hereunderexpiration of the Lease Term (or the period specified in clause 16(b) by the Expiration Date or earlier termination above, as applicable). The provisions of this SubleaseArticle 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Tenant fails to surrender the Premises within the period specified in this Article 16 above, Sublandlord may exercise in addition to any and all remedies available other liabilities to it at law or in equity to recover possession of the PremisesLandlord accruing therefrom, and Subtenant Tenant shall protect, defend, indemnify and hold Landlord harmless Sublandlord in respect of any and from all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damagesloss, costs, liabilities or expenses costs (including reasonable attorneys' fees) suffered and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by Sublandlord any succeeding tenant founded upon such failure to surrender (including such tenant's lost profits) and any lost profits to Landlord resulting therefrom, provided Landlord promptly notified Tenant in respect writing of Subtenant's holding over, as and when such costs, liabilities any lease or expenses are incurred. In addition, signed letter of intent for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant Tenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming byindemnify, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify defend and hold harmless Sublandlord in respect of any Landlord from and against all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costsclaims, liabilities or expenses (and expenses, including attorneys' ’ fees) suffered , resulting from delay by Sublandlord Tenant in respect surrendering the Premises in accordance with the provisions of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredthis Lease. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration of this Sublease the Term or after sooner termination of this Sublease or Subtenant's right Lease with the prior written consent of Landlord, such occupancy, shall be a tenancy from month to possession, Subtenant shall pay, as minimum damages month at a rental (and not as a penalty) in the amount of86 82 ; provided, monthly rental however, that notwithstanding the foregoing to the contrary, Tenant shall have no obligation to remove the improvements made by Landlord pursuant to the attached Exhibit C, and except as otherwise expressly required by this Lease (for example purposes only, in Paragraph 19.2 regarding signage), Tenant shall have no obligation to remove any other improvements made by Tenant with Landlord’s prior written consent unless Landlord’s consent to make such alterations was expressly conditioned on Tenant’s removing such alterations at a rate equal to (1) for the first thirty days of holding over, 125% expiration of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration Term or other sooner termination of this Sublease or Lease, except that, in all events, unless Landlord otherwise consents in writing, Tenant must remove all computer lines, wiring and cabling associated with Tenant’s personal property that are located above the ceiling tile in the Premises. If Landlord determines that such computer lines, wiring and cabling can be reused by the next subsequent tenant of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basisLandlord shall notify Tenant of such determination within fifteen (15) business days following receipt of written request from Tenant, immediately prior which request may be made by Tenant at any time during the final ninety (90) days of the Term, and Tenant shall not be required to remove such computer lines, wiring and cabling. If Landlord fails to respond to Tenant within such fifteen (15) day period, Landlord shall be deemed to have withheld its consent to such computer lines, wiring and cabling remaining in the Premises, and Tenant shall remove such computer lines, wiring and cabling at the expiration of the Term or other sooner termination of this Sublease or of Subtenant's right to possession, and Lease 83 (2as such abandonment is described in Paragraph 16.1) thereafter, 150% 84 at the expiration of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration Term or other sooner termination of this Sublease Lease 85 ; provided, that the failure of Landlord to object to such surrender or of Subtenant's right to possession, or deliver a written release within ninety (ii90) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to days after the expiration of the Term or other sooner termination of this Sublease or of Subtenant's right to possession. The Lease shall be deemed a release and acceptance by Sublandlord of any lesser sum shall be construed as payment on account and Landlord, provided that Tenant is not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in default under this Section 19, be deemed to create any month to month or other tenancy.Lease

Holding Over. Subtenant In the event that Tenant shall have no right to occupy not immediately surrender the Premises or any portion thereof on the Termination Date, Tenant shall, by virtue of the provisions hereof, become a tenant by the month. In such event, Tenant shall be required to pay a Base Rent equal to One Hundred Fifty Percent (150%) times the Base Rent required to be paid by Tenant immediately prior to the Termination Date. The Base Rent, as adjusted, shall be paid on a monthly basis beginning on the first day of each and every calendar month after the expiration Termination Date. Such monthly tenancy shall commence with the first day next after the Termination Date. Except as otherwise provided above with respect to the payment of Base Rent, Tenant shall, as a monthly tenant, be subject to all of the terms, conditions, covenants, and agreements of this Sublease Lease, including the obligation to pay Additional Rent on account of Taxes, Insurance and Operating Expenses. Tenant shall give Landlord at least fifteen (15) days written notice of any intention to quit the Premises, and Tenant shall be entitled to fifteen (15) days' written notice to quit the Premises. Notwithstanding the foregoing provisions of this Section 9.01, in the event that Tenant shall hold over after the Termination Date, and if Landlord shall desire to regain possession of the Premises on or after termination the Termination Date, then at any time prior to Landlord's acceptance of this Sublease Rent for a particular month from Tenant as a monthly tenant hereunder, Landlord, at its option, may forthwith reenter and take possession of the Premises without process, or by any legal process in force in the State of Subtenant's right to possession in consequence of an Event of Default hereunderMaryland. In the event Subtenant or of any party claiming bysuch holdover to which Landlord objects, through or under Subtenant holds over (including removal of all personal property and fixtures required Tenant shall be liable to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise Landlord for any and all remedies available damages incurred as a result of such holdover, and shall, in addition, pay to it at law or in equity to recover possession Landlord the reasonable value of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under which is hereby agreed to be One Hundred Fifty Percent (150%) times the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable required to be paid by Subtenant hereunder Tenant immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyTermination Date.

Holding Over. Subtenant shall have no right Tenant will, at the termination of this Lease by lapse of time or otherwise, yield up immediate possession to occupy the Premises or any portion thereof Landlord. If Tenant holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease, Sublandlord may exercise then, without waiver of any right available to Landlord as a result of Tenant’s failure to timely surrender possession of the Premises to Landlord, Tenant shall become a tenant at sufferance only, upon the terms and conditions set forth in this Lease so far as applicable (including, without limitation, Tenant’s obligation to pay Tenant’s applicable share of taxes, utilities, Insurance Expenses, Operating Expenses, Common Area Janitorial Expenses and all other costs, expenses and other additional rent due and payable by Tenant under this Lease), but at a monthly base rent equal to one hundred fifty percent (150%) of the greater of (y) the monthly Base Rent applicable to the Premises immediately prior to the date of such expiration or earlier termination, or (z) the monthly fair market rental value of the Premises as of the date of the expiration or earlier termination of this Lease, as reasonably determined by Landlord, computed on a daily basis for each day of the hold-over period. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided. The preceding provisions of this Paragraph 17 shall not be construed as Landlord’s consent for Tenant to hold over. If, for any reason, Tenant fails to surrender the Premises on the expiration or earlier termination of this Lease, then, in addition to Landlord’s rights and remedies under this Lease, Tenant shall indemnify, protect, defend and hold Landlord and all other Landlord Related Parties harmless from and against any and all remedies available Claims resulting from such failure to it at law surrender including, without limitation, any Claims made by any succeeding tenant based thereon; provided, however, in no event shall the foregoing indemnity cover any special or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect consequential damages as a result of any holding over by Tenant unless and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord until such holding over has continued for more than thirty (30) days after Tenant has received written notice that Landlord has (1) located a party interested in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of leasing at least all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% begun discussions regarding the terms on which such party would lease at least all or any portion of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy possession of all or any portion of the Premises after the expiration of this Sublease or after earlier termination of this Sublease Lease without the consent of Landlord, Tenant’s continued possession shall be on the basis of a tenancy at the sufferance of Landlord. In such event, Tenant shall continue to comply with or Subtenant's right to possessionperform all the terms and obligations of Tenant under this Lease, Subtenant except that the monthly Base Rent (for each month or any part thereof of any such holding over) shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to be (1i) for during the first thirty (30) days of such holding over, one hundred twenty-five percent (125% %) of the greater of (i) the rate of monthly Base Rent and estimated share of Additional Rent payable by Subtenant hereunder Charges that Tenant was obligated to pay for the month immediately prior to preceding the expiration Expiration Date or other earlier termination of this Sublease or of Subtenant's right to possession, or Lease and (ii) the rate thereafter, one hundred fifty percent (150%) of base rent such monthly Base Rent amount and additional rent payable estimated share of Additional Charges. In addition to Rent, Tenant shall pay Landlord for all damages proximately caused by Sublandlord reason of Tenant’s retention of possession. Landlord’s acceptance of Rent after such termination shall not constitute a renewal of this Lease, and nothing contained in this provision shall be deemed to waive Landlord’s right of re-entry or any other right hereunder or at law. Tenant acknowledges that, in Landlord’s marketing and re-leasing efforts for the Premises, Landlord is relying on a square footage basisTenant vacating the Premises on the Expiration Date. Accordingly, immediately prior Tenant shall indemnify, defend and hold Landlord harmless from and against all claims, liabilities, losses, costs, expenses and damages arising or resulting directly or indirectly from Tenant’s failure to timely surrender the expiration Premises, including (i) any loss, cost or other termination damages suffered by any prospective tenant of this Sublease all or any part of Subtenant's right to possessionthe Premises, and (2ii) thereafter, 150% Landlord’s damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of all or any portion of the greater Premises by reason of (i) the rate such failure of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior Tenant to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for timely surrender the Premises, on . Any holding over without Landlord’s consent shall constitute a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyTenant Default.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over for more than thirty (30) days after the expiration of the Lease Term or earlier termination thereof, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable at a daily rate equal to the product of (i) the daily Rent applicable during the last unabated rental period of the Lease Term under this Sublease or after termination of this Sublease or of Subtenant's right Lease, and (ii) a percentage equal to possession in consequence of an Event of Default hereunder. In 125% during the event Subtenant or any party claiming by, through or under Subtenant holds over first three (including removal of all personal property and fixtures required to be removed and returning 3) months immediately following the Premises to Sublandlord in the condition required hereunder) by the Expiration Date expiration or earlier termination of the Lease Term, and 150% thereafter. Such tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this SubleaseArticle 16 shall be construed as consent by Landlord to any holding over by Tenant, Sublandlord may exercise and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. If Tenant holds over without Landlord's express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises within one (1) month after the termination or expiration of this Lease, then in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all remedies available loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to it at law or in equity surrender and any lost profits to Landlord resulting therefrom. Tenant agrees that any proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime attorney's fees in connection therewith. 00 XXX XXXXXX STAR WAY(Single-Tenant Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.Form)[Rovi Corporation] ARTICLE 17

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant Tenant or any party under Tenant claiming byrights to this Lease, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover retains possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after earlier termination of this Sublease Lease, such possession shall constitute and be construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder; such parties shall be subject to immediate eviction and removal and Tenant or Subtenant's right any such party shall pay Landlord as rent for the period of such holdover an amount equal to possession, Subtenant shall payone and one-half (1.5) times the Basic Annual Rent in effect immediately preceding expiration or termination, as minimum applicable, prorated on a daily basis. Tenant shall also pay any and all damages and not sustained by Landlord as a penaltyresult of such holdover. The rent during such holdover period shall be payable to Landlord from time to time on demand; provided, monthly rental at however, if no demand is made during a rate equal particular month, holdover rent accruing during such month shall be paid in accordance with the provisions of Article 2. Tenant will vacate the Premises and deliver same to Landlord immediately upon Tenant's receipt of notice from Landlord to so vacate. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend the term of this Lease; no payments of money by Tenant to Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or extend the term of this Lease; and no extension of this Lease after the expiration or earlier termination thereof shall be valid unless and until the same shall be reduced to writing and signed by both Landlord and Tenant. If Landlord elects to cause Tenant to be ejected from the Premises through judicial process, and without in any way limiting Landlord's rights under subsection 1.302 above, Tenant agrees that Landlord will not be required to deliver Tenant more than one (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately days' notice to vacate prior to the expiration or other termination Landlord's filing of this Sublease or of Subtenant's right to possessiona forcible detainer suit. In addition, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior Tenant agrees that Landlord shall be entitled to the expiration or other termination payment of this Sublease or of Subtenant's right to possession, its reasonable legal fees and (2) thereafter, 150% of administrative expenses in the greater of (i) the rate of Base Rent and Additional Rent payable event that Landlord prevails in a forcible detainer action brought by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLandlord.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date Lease Term or earlier termination thereof, without the express or implied consent of this SubleaseLandlord, Sublandlord may exercise such tenancy shall be deemed a tenancy by sufferance only, and shall not constitute a renewal hereof or an extension for any further term, and all remedies available in such case Rent shall be payable at a monthly rate equal to it at law or in equity to recover possession (i) the Rent applicable during the last rental period of the PremisesLease Term under this Lease with respect to the first sixty (60) days of such holdover, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect (ii) thereafter 125% of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion Base Rent applicable during the last rental period of the Premises Lease Term under this Lease plus 100% of the Additional Rent applicable during the last rental period of the Lease Term under this Lease. Such tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant after the expiration of this Sublease or after termination of this Sublease or Subtenant's the Lease Term, and Landlord expressly reserves the right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal require Tenant to (1) for the first thirty days of holding over, 125% surrender possession of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior Premises to Landlord as provided in this Lease upon the expiration or other termination of this Sublease Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of Subtenant's right any other rights or remedies of Landlord provided herein or at law. Notwithstanding the foregoing, Tenant may hold over for up to possession, or sixty (ii60) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to days after the expiration of the Lease Term without becoming a tenant at sufferance. In the event Tenant holds over for a period of more than sixty (60) days after the Expiration Date or other the earlier termination of this Sublease or of Subtenant's right Lease without Landlord’s express written approval, in addition to possessionany other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (2including reasonable attorneys’ fees) thereafterand liability resulting from such failure, 150% including, without limiting the generality of the greater of (i) the rate of Base Rent foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and Additional Rent payable by Subtenant hereunder immediately prior any lost profits to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLandlord resulting therefrom.

Holding Over. Subtenant If Tenant holds over after the expiration of the Lease Term with the express written consent of Landlord, such tenancy shall have no be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate of one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. If Tenant holds over after the expiration of the Lease Term without the express written consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case daily damages in any action to recover possession of the Premises shall be calculated at a daily rate equal to the greater of (i) one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease (calculated on a per diem basis) or (ii) the fair market rental rate for the Premises as of the commencement of such holdover period. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to occupy require Tenant to vacate and deliver possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant holds over without Landlord's express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord's express written consent may compromise or otherwise affect Landlord's ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and deliver the Premises prior to the date that is the later of (i) thirty (30) days after the termination or expiration of this Lease, and (ii) thirty (30) days after Landlord's notification to Tenant that Landlord has reached agreement with a third-party for occupancy of the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right thereof, in addition to possession in consequence of an Event of Default hereunderany other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims made by any succeeding tenant founded upon such failure to vacate and deliver, and any losses suffered by Landlord, including lost profits, resulting from such failure to vacate and deliver. In the event Subtenant or Tenant agrees that any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney's fees in respect of the entire Leased Space and in respect of any and all other damagesconnection therewith. 788288.01/WLA 375755-00007/8-9-18//ejw -30- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.Inc.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be unlawfully and illegally in possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains in possession of the Premises without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination for any reason then Tenant shall pay to Landlord for each day of such retention triple two hundred percent (200%) the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys' fees, incurred by Landlord resulting from delay by Tenant in surrendering the Premises within thirty (30) days following the expiration or earlier termination of the Term or extended Term of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or Lease, including without limitation, any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) claims made by the Expiration Date succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover following demand by Landlord for possession of the Premises, shall not constitute a renewal of this Lease, and Subtenant nothing contained in this Paragraph 25 shall indemnify and hold harmless Sublandlord in respect waive Landlord's right of reentry or any and all holdover charges other right. Additionally, if upon expiration or penalties imposed under the Prime Lease upon Sublandlord in respect earlier termination of this Lease, or following demand by Landlord for possession of the entire Leased Space Premises. Tenant has not fulfilled its obligation with respect to repairs and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after or any other Tenant obligations as set forth in this Lease then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any expiration or earlier termination of this Lease. If by written notice to Landlord delivered not later than twelve (12) months prior in the Term Expiration Date, or the expiration of this Sublease or after termination the extended Term (the "Hold Over Notice"), Tenant advises Landlord of this Sublease or Subtenant's right its intent to possession, Subtenant shall payhold-over specifying the period of such hold-over (which period must be for a period of no longer than six (6) months) (the "Hold-Over Term") then Tenant may, as minimum damages and not matter of right, remain in possession following the Term Expiration Date or the expiration of the extended Term, as a penaltythe case may be, monthly rental at a rate equal to (1) for the first thirty days of holding overHold-Over Term set forth in the Hold-Over Notice; provided, 125% that the Base Rent for the Hold-Over Term shall be one hundred fifty percent (150%) of the greater sum of (i) the rate of Base Rent and Additional Rent other charges payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% last month of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration Term or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding overextended Term. In no event under the preceding sentence shall any such holding over, Tenant have the right to hold-over in the Premises for more than one (1) six (6) month or shorter period beyond the Term Expiration Date or the receipt by Sublandlord expiration of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancythe extended Term.

Holding Over. Subtenant Unless Landlord expressly consents in writing to Tenant's holding over, Tenant shall have no right to occupy be only a Tenant at sufferance, whether or not Landlord accepts any Rent from Tenant or any other person while Tenant is holding over without Landlord's written consent. If Tenant shall retain possession of the Premises or any portion thereof after without Landlord's consent following the expiration of this Sublease Lease or after sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention one hundred fifty (150%) of the amount of daily rental as of the last month prior to the date of expiration or earlier termination. Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including reasonable attorneys' fees, resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on such delay. Acceptance of Rent by Landlord following expiration or earlier termination shall not constitute a renewal of this Sublease or of SubtenantLease, and nothing contained in this Paragraph 25 shall waive Landlord's right to possession of reentry or any other right. Additionally, in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date that upon expiration or earlier termination of this SubleaseLease, Sublandlord may exercise any Tenant has not fulfilled its obligation with respect to repairs and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion cleanup of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, any other Tenant obligations as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shall be deemed to create considered a period of holding over and the terms of this Paragraph 25 shall apply. The provisions of this Paragraph 25 shall survive any month to month expiration or other tenancyearlier termination of this Lease.

Holding Over. Subtenant Tenant shall pay Landlord one hundred fifty percent (150%) of the Monthly Rent and Additional Rent payable under this Lease during the last full month prior to the date of the expiration of this Lease, prorated on a per diem basis, for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease, together with all damages sustained by Landlord on account thereof. The foregoing provisions shall not serve as permission for Tenant to hold-over, nor serve to extend the Term (although Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates the Premises) and Landlord shall have no the right at any time thereafter to occupy enter and possess the Premises and remove all property and persons therefrom. Without limitation of the foregoing, if Tenant remains in possession of the Premises for more than fifteen (15) days after the expiration or earlier termination of this Lease, Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims incurred by or asserted against Landlord and arising directly or indirectly from Tenant's failure to timely surrender the Premises or any portion thereof, including but not limited to (i) any rent payable by or any loss, cost, or damages (including lost business and profits), claimed by any prospective tenant of the Premises or any portion thereof, and (ii) Landlord's damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of the Premises or any portion thereof after by reason of such failure to timely surrender the expiration Premises; provided, however, as a condition to Tenant's indemnification obligations under this paragraph, Landlord shall give Tenant written notice of this Sublease or after termination the existence of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In a prospective successor tenant for the event Subtenant Premises or any party claiming byportion thereof, through or the existence of any other matter which might give rise to a claim by Landlord under Subtenant holds over the foregoing indemnity, at least fifteen (including removal of all personal property and fixtures required 15) days prior to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession date Landlord shall require Tenant's surrender of the Premises, and Subtenant Tenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed not be responsible to Landlord under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of foregoing indemnity if Tenant shall surrender the Premises after the expiration of this Sublease on or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionsuch fifteen (15) day period (it being agreed, or (ii) however, that Landlord need not identify the rate of base rent prospective tenant by name in its notice, and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately it being further agreed that such notice may be given prior to the scheduled expiration or other termination date of this Sublease Lease); and provided, further, however, that Tenant's indemnification obligations under this paragraph shall not apply with respect to claims or damages in connection with a prospective tenant unless Landlord shall have entered into a letter of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionintent with such prospective tenant, or exchanged an offer and counteroffer (iiincluding in the form oflease drafts) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for with such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyprospective tenant.

Holding Over. Subtenant Except as otherwise provided in this Lease, Tenant shall have no right to occupy vacate the Premises or any portion thereof after Property upon the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all remedies available to it at law or damages which Landlord incurs from Tenant's delay in equity to recover possession of vacating the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredProperty. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all possesxxxx xf the premises after expiration or any portion of the Premises after the expiration of this Sublease or after earlier termination of this Sublease or SubtenantLease with Landlord's right to possessionexpress written consent, Subtenant Tenant's occupancy shall pay, as minimum damages and not as be a penalty, monthly rental month-to-month tenancy at a rate equal to (1) for rent agreex xx xy Landlord and Tenant, but in no event less than the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to under this Lease during the last full month before the date of expiration or other earlier termination of this Sublease Lease. The month-to-month tenancy shall be on the terms and conditions of this Lease except those terms and conditions dealing with the length of the Term and Options to extend. Landlord's acceptance of rent after such holding over with Landlord'x xxxxxxn consent shall not result in any other tenancy or xx x xxxewal of Subtenant's right to possession, or (ii) the rate original term of base rent and additional rent payable by Sublandlord for this Lease. If Tenant remains in possession of the Premises, on a square footage basis, immediately prior to the premises after expiration or other earlier termination of this Sublease or Lease without Landlord's consent, Tenant's continued possession shall be on the basis of Subtenant's right a tenancy at xxxxxxance and Tenant shall pay as rent during the holdover period an amount equal to possession, and one hundred twenty five percent (2125%) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to under this Lease for the last full month before the date of expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessiontermination. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this ARTICLE THREE: BASE RENT Section 19, be deemed to create any month to month or other tenancy3.01.

Holding Over. Subtenant shall have no right to occupy the Premises If Tenant remains in possession of all or any portion thereof part of the Demised Premises after the Expiration Date, then such holding over shall be a tenancy at sufferance, for the entire Demised Premises, subject to the terms and conditions of the Lease, except that Tenant shall pay monthly installments of Base Rent (determined on a per month basis without reduction for partial months during the holdover) equal to 200% of the monthly installment of Base Rent in effect immediately prior to such holding. This Section shall not be construed as Landlord’s permission for Tenant to holdover. Acceptance of rent by Landlord following expiration or termination shall not constitute an extension of the Term or prevent Landlord from immediate recovery of possession of the Demised Premises by summary proceedings or otherwise. Notwithstanding any provision in this Sublease Lease to the contrary, any holdover by Tenant shall constitute an event of default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to provide Tenant any notice or after termination cure period, all of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or Landlord in equity to recover the case of an event of default by Tenant. If Tenant remains in possession of all or any part of the PremisesDemised Premises after the Expiration Date, and Subtenant then Tenant shall indemnify and hold Landlord harmless Sublandlord in respect from and against all losses (including, without limitation, consequential damages) resulting from or arising out of Tenant’s failure to surrender the Demised Premises, including, but not limited to, any amounts required to be paid to any tenant or prospective tenant who was to have occupied the Demised Premises after the Expiration Date and all holdover charges or penalties imposed any related attorneys’ fees and brokerage commissions. By way of clarification and not limitation, the performance of Tenant’s obligations under the Prime Lease upon Sublandlord in respect fourth (4th) grammatical paragraph of Section 16(d) of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding overOriginal Lease, as and when such costsamended by this Amendment, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains following the end of the term of this Lease shall not constitute Tenant’s remaining in occupancy possession of all or any portion part of the Premises after Demised Premises, shall not be deemed a holdover by Tenant, and shall not be subject to the expiration terms of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy13.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of the Lease Term with the express written consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate of (A) one hundred twenty-five percent (125%) of the Base Rent applicable during the last rental period of the Lease Term under this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In Lease for the event Subtenant or any party claiming by, through or under Subtenant holds over first two (including removal of all personal property and fixtures required to be removed and returning 2) months immediately following the Premises to Sublandlord in the condition required hereunder) by the Expiration Date expiration or earlier termination of this SubleaseLease, Sublandlord and (B) two hundred percent (200%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease thereafter. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. If Tenant holds over after the expiration of the Lease Term without the express written consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case daily damages in any action to recover possession of the Premises shall be calculated at a daily rate equal to (i) one hundred twenty-five percent (125%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease for the first two (2) months immediately following the expiration or earlier termination of this Lease, and (ii) two hundred percent (200%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease (calculated on a per diem basis) thereafter. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to vacate and deliver possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant holds over without Landlord's express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord’s express written consent may exercise compromise or otherwise affect Landlord's ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and deliver the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all remedies available claims made by any succeeding tenant founded upon such failure to it at law or in equity vacate and deliver, and any losses suffered by Landlord, including lost profits, resulting from such failure to vacate and deliver. Tenant agrees that any proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney’s fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date Lease Term or earlier termination thereof, with or without the express or implied consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable for the initial one (1) month of such holdover tenancy at a monthly rate equal to one hundred fifty percent (150%) of the Rent applicable during the last rental period of the Lease Term under this Lease, and if Tenant continues to hold over with or without the express or implied consent of Landlord, Rent for the second month of such holdover tenancy shall be payable at a monthly rate equal to one hundred seventy five percent (175%) of the Rent applicable during the last rental period of the Lease Term under this Lease, and thereafter if Tenant continues to hold over with or without the express or implied consent of Landlord, Rent shall be payable at a monthly rate equal to two hundred percent (200%) of the Rent applicable during the last rental period of the Lease Term under this Lease. Such tenancy at sufferance shall be subject to every other applicable term, covenant and agreement contained herein. For purposes of this SubleaseArticle 16, Sublandlord may exercise any and all remedies available to it at law or a holding over shall include (a) Tenant’s remaining in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after earlier termination of the Lease Term, and (b) Tenant’s failure to remove any Alterations or personal property located within the Premises as required pursuant to the terms of Sections 8.5 and 15.2, above. Nothing contained in this Sublease or Subtenant's Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal require Tenant to (1) for the first thirty days of holding over, 125% surrender possession of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior Premises to Landlord as provided in this Lease upon the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination Lease. The provisions of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Article 16 shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create limit or constitute a waiver of any month other rights or remedies of Landlord provided herein or at Law. If Tenant fails to month surrender the Premises upon the termination or expiration of this Lease, in addition to any other tenancyliabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any consequential damages, including lost profits to Landlord resulting therefrom.

Holding Over. Subtenant Tenant shall pay Landlord one hundred fifty percent (150%) of the Monthly Rent and Additional Rent payable under this Lease during the last full month prior to the date of the expiration of this Lease, prorated on a per diem basis, for each day Tenant shall retain possession of the Premises or any part thereof after expiration or earlier termination of this Lease, together with all damages sustained by Landlord on account thereof. The foregoing provisions shall not serve as permission for Tenant to hold-over, nor serve to extend the Term (although Tenant shall remain bound to comply with all provisions of this Lease until Tenant vacates the Premises) and Landlord shall have no the right at any time thereafter to occupy enter and possess the Premises and remove all property and persons therefrom. Without limitation of the foregoing, if Tenant remains in possession of the Premises for more than ten (10) days after the expiration or earlier termination of this Lease, Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims incurred by or asserted against Landlord and arising directly or indirectly from Tenant’s failure to timely surrender the Premises or any portion thereof, including but not limited to (i) any rent payable by or any loss, cost, or damages (excluding lost business and profits), claimed by any prospective tenant of the Premises or any portion thereof, and (ii) Landlord’s damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of the Premises or any portion thereof after by reason of such failure to timely surrender the expiration Premises; provided, however, as a condition to Tenant’s indemnification obligations under this paragraph, Landlord shall give Tenant written notice of this Sublease or after termination the existence of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In a prospective successor tenant for the event Subtenant Premises or any party claiming byportion thereof, through or the existence of any other matter which might give rise to a claim by Landlord under Subtenant holds over the foregoing indemnity, at least ten (including removal of all personal property and fixtures required 10) days prior to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession date Landlord shall require Tenant’s surrender of the Premises, and Subtenant Tenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed not be responsible to Landlord under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of foregoing indemnity if Tenant shall surrender the Premises after the expiration of this Sublease on or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionsuch ten (10) day period (it being agreed, or (ii) however, that Landlord need not identify the rate of base rent prospective tenant by name in its notice, and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately it being further agreed that such notice may be given prior to the scheduled expiration or other termination date of this Sublease Lease); and provided, further, however, that Tenant’s indemnification obligations under this paragraph shall not apply with respect to claims or damages in connection with a prospective tenant unless Landlord shall have entered into a letter of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possessionintent with such prospective tenant, or exchanged an offer and counteroffer (iiincluding in the form of lease drafts) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for with such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyprospective tenant.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of the Lease Term with the express written consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate of one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Sublease Lease (with a full month of holdover rent to be payable with respect to each calendar month, or portion thereof, of any holdover period, without proration for any partial month). Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. If Tenant holds over after the expiration of the Lease Term without the express written consent of Landlord, such tenancy shall be a tenancy at sufferance, and shall not constitute a renewal hereof or an extension for any further term, and in such case damages in any action to recover possession of the Premises shall be calculated at a rate equal to the greater of (i) one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease (calculated on a per diem basis) or (ii) the fair market rental rate for the Premises as of the commencement of such holdover period with a full month of holdover rent to be payable with respect to each calendar month, or portion thereof, of any hold over period, without proration for any partial month). Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to vacate and deliver possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Sublease Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of Subtenant's right to possession in consequence any other rights or remedies of an Event of Default hereunderLandlord provided herein or at law. In the event Subtenant or any party claiming by, through or under Subtenant If Tenant holds over without Landlord’s express written consent, and tenders payment of rent for any period beyond the expiration of the Lease Term by way of check (including removal whether directly to Landlord, its agents, or to a lock box) or wire transfer, Tenant acknowledges and agrees that the cashing of all personal property such check or acceptance of such wire shall be considered inadvertent and fixtures required not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to be removed Tenant promptly upon learning that such check has been cashed or wire transfer received. Tenant acknowledges that any holding over without Landlord’s express written consent may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to vacate and returning deliver the Premises to Sublandlord in upon the condition required hereunder) by the Expiration Date termination or earlier termination expiration of this SubleaseLease, Sublandlord may exercise in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all remedies available claims made by any succeeding tenant founded upon such failure to it at law or in equity vacate and deliver, and any losses suffered by Landlord, including lost profits, resulting from such failure to vacate and deliver. Tenant agrees that any proceedings necessary to recover possession of the Premises, and Subtenant whether before or after expiration of the Lease Term, shall indemnify and hold harmless Sublandlord in respect be considered an action to enforce the terms of this Lease for purposes of the awarding of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord attorney’s fees in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyconnection therewith.

Holding Over. Subtenant shall have no right to occupy the Premises If Tenant (directly or through any portion thereof after the expiration successor-in-interest of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunderTenant) by the Expiration Date or earlier termination of this Sublease, Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Premises, and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy possession of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease Lease without the consent of Landlord, Tenant’s continued possession shall be on the basis of a tenancy at the sufferance of Landlord. In such event, Tenant shall continue to comply with or Subtenant's right to possessionperform all the terms and obligations of Tenant under this Lease, Subtenant except that the Monthly Base Rent during Tenant’s holding over shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of be the greater of the then-fair market rent for the Premises (ias reasonably determined by Landlord) or one hundred twenty-five percent (125%) of the rate of Monthly Base Rent and Additional Rent payable by Subtenant hereunder immediately in the last full month prior to the expiration or other termination hereof. In addition to Rent, Tenant shall pay Landlord for all damages proximately caused by reason of the Tenant’s retention of possession. Landlord’s acceptance of Rent after such termination shall not constitute a renewal of this Sublease Lease, and nothing contained in this provision shall be deemed to waive Landlord’s right of re-entry or of Subtenant's any other right to possessionhereunder or at law. Tenant acknowledges that, or (ii) the rate of base rent in Landlord’s marketing and additional rent payable by Sublandlord re-leasing efforts for the Premises, Landlord is relying on a square footage basisTenant’s vacation of the Premises on the Expiration Date. Accordingly, immediately prior Tenant shall indemnify, defend and hold Landlord harmless from and against all claims, liabilities, losses, costs, expenses and damages arising or resulting directly or indirectly from Tenant’s failure to timely surrender the expiration Premises, including (i) any loss, cost or other termination damages suffered by, any prospective tenant of this Sublease all or any part of Subtenant's right to possessionthe Premises, and (2ii) thereafter, 150% Landlord’s damages as a result of such prospective tenant rescinding or refusing to enter into the prospective lease of all or any portion of the greater Premises by reason of (i) the rate such failure of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior Tenant to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for timely surrender the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancy.

Holding Over. Subtenant shall have no right to occupy the Premises or any portion thereof If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate (the "HOLD OVER BASE RENT") equal to one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In Lease; provided, however, for the event Subtenant or any party claiming by, through or under Subtenant holds over first thirty (including removal of all personal property and fixtures required to be removed and returning 30) days only following the Premises to Sublandlord in the condition required hereunder) by the Expiration Date expiration or earlier termination of this Subleasethe Lease Term, Sublandlord may exercise Tenant shall not be required to pay Hold Over Base Rent applicable to any full floor of the Building completely vacated and all remedies available surrendered to it at law or Landlord pursuant to the terms and conditions of Article 15, above; provided, further, however, following the expiration of such 30-day period, if Tenant continues its hold over in equity to recover possession any portion of the Premises, then Tenant shall be required to pay Hold Over Base Rent applicable to the entire Premises. Such month-to-month tenancy shall be subject to every other applicable term, covenant and Subtenant agreement contained herein. Notwithstanding the foregoing, Original Tenant and any Permitted Transferee (but only to the extent such Permitted Transferee has, in Landlord's reasonable determination, financial strength equal to or greater than Original Tenant) shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under have the Prime Lease one-time right, upon Sublandlord in respect notice (the "HOLDOVER NOTICE") to Landlord not less than twelve (12) months prior to the expiration of the entire Leased Space then Lease Term, to extend the Lease Term for a period of up to six (6) months (the "PERMITTED HOLDOVER TERM"), in which case the Rent payable by Tenant during such Permitted Holdover Term shall equal the product of (A) the Rent applicable during the last monthly rental period of the Lease Term under this Lease, and (B) a percentage equal to one hundred percent (100%) during the first three (3) months immediately following the expiration or earlier termination of the Lease Term, and one hundred fifty percent (150%) thereafter. The right of Tenant to extend the Lease Term as provided in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding overthis Article 16 may not be exercised if, as of the date Tenant delivers the Holdover Notice to Landlord, or as of the commencement of such Permitted Holdover Term, Tenant is in material or economic default under this Lease (beyond any applicable notice and when such costscure periods) or if Tenant has previously been in material or economic default under this Lease (beyond any applicable notice and cure periods) more than twice during the previous twelve (12) month period. Except with respect to the Permitted Holdover Term, liabilities or expenses are incurred. In additionnothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion Landlord expressly reserves the right to require Tenant to surrender possession of the Premises after the expiration of to Landlord as provided in this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to Lease upon the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination Lease. The provisions of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum Article 16 shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create limit or constitute a waiver of any month other rights or remedies of Landlord provided herein or at law. Except as otherwise specifically provided for in this Article 16 with regard to month a Permitted Holdover Term, if Tenant fails to surrender the Premises upon the termination or expiration of this Lease (or upon the expiration of the Permitted Holdover Term, if any), in addition to any other tenancyliabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom.

Holding Over. Subtenant This Lease shall terminate without further notice on the Lease Expiration Date (as set forth in Article 1). Notwithstanding the foregoing, upon sixty (60) days advance notice from Tenant to Landlord, Tenant shall have no the right to occupy the Premises or any portion thereof after the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds hold over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunderLeased Premises for sixty (60) by the Expiration Date or earlier termination of this Subleasedays, Sublandlord may exercise any and upon all remedies available to it at law or in equity to recover possession of the Premises, terms and Subtenant shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed under the Prime Lease upon Sublandlord in respect conditions of the entire Leased Space and in respect of any and all other damagesLease, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises after the expiration of this Sublease or after termination of this Sublease or Subtenant's right obligation to possession, Subtenant shall pay, as minimum damages and not as a penalty, monthly rental at a rate equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of pay Base Monthly Rent and Additional Rent payable Rent. Any holding over by Subtenant hereunder immediately prior Tenant after expiration of the Lease Term shall neither constitute a renewal nor extension of this Lease nor give Tenant any rights in or to the expiration or other termination of Leased Premises except as expressly provided in this Sublease or of Subtenant's right Paragraph. Any such holding over to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum which Landlord has consented shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as payment on account and not in satisfaction applicable, except that (following the initial sixty (60) day holdover period described above, if applicable) the Base Monthly Rent shall be increased to an amount equal to one hundred twenty-five percent (125%) of damages for the Base Monthly Rent payable during the last full month immediately preceding such holding over. In no Without limiting the foregoing, in the event shall of a holding over to which Landlord has consented, any such holding over, rights of Landlord or the receipt by Sublandlord obligations of any amounts Tenant set forth in this Section 19Lease and purporting to apply during the term of this Lease, shall nonetheless also be deemed to create apply during any month such hold over period. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to month enter into new leases with prospective tenants regarding the Leased Premises. Therefore, if Tenant fails to surrender the Leased Premises upon the expiration or termination of this Lease (and following the initial sixty (60) day holdover period described above, if applicable), in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims resulting from such failure, including, without limiting the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits, resulting from such failure to surrender. Tenant shall have the right to request that Landlord provide to Tenant a written notice setting forth Landlord’s estimate of the maximum amount of actual, special and consequential damages (including loss of profits, loss of business opportunity, loss of goodwill and loss of use) (“Holding Over Damages”) that Landlord will incur as the result of Tenant’s failure to surrender the Leased Premises following the expiration of the Lease Term. Within ten (10) business days after receipt of such request, Landlord shall provide Tenant a written notice setting forth Landlord’s estimate of Holding Over Damages. Tenant acknowledges and agrees that such notice is nothing more than an estimate of Holding Over Damages delivered to Tenant on an accommodation basis only, and in no event shall such estimate be considered a limit on, liquidation of, or other tenancymeasure of the actual Holding Over Damages which Landlord may incur as a result of any holding over by Tenant. The provisions of this Paragraph 13.2 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.

Holding Over. Subtenant shall have no right to occupy If, with Landlord’s express written consent, Tenant retains possession of the Premises or any portion thereof after the expiration termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (ii) all of the other terms and provisions of this Sublease Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or after termination of this Sublease renewal option or of Subtenant's other similar right or option) during such holdover period, (iii) Tenant shall continue to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord pay Base Rent in the condition required hereunder) by amount payable ActiveUS 179671324v.10 upon the Expiration Date date of the expiration or earlier termination of this Sublease, Sublandlord Lease or such other amount as Landlord and Tenant may exercise any and all remedies available to it at law or in equity to recover possession of the Premisesagree, and Subtenant (iv) all other payments shall indemnify and hold harmless Sublandlord in respect of any and all holdover charges or penalties imposed continue under the Prime Lease upon Sublandlord in respect terms of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses (including attorneys' fees) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurredthis Lease. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant If Tenant remains in occupancy of all or any portion possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Sublease or after termination of this Sublease or Subtenant's right to possession, Subtenant shall pay, as minimum damages and not as a penalty, Lease except that the monthly rental at a rate shall be equal to (1) for the first thirty days of holding over, 125% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater Base Rent in effect during the last 30 days of the Term (i) plus 100% of all other Additional Rent due under the Lease at the rate of Base Rent specified in the Lease), and Additional Rent payable (B) Tenant shall be responsible for all damages suffered by Subtenant hereunder immediately prior Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages; and provided that, unless Landlord gave written notice to Tenant at least 30 days before the expiration of the Term that a subsequent tenant would be leasing the Premises or other any part thereof and that Landlord reasonably anticipates holding over, even for less than 30 days, is reasonably likely to impact Landlord’s delivery schedule to such new tenant, Tenant shall be responsible for consequential damages only once Tenant’s holding over exceeds 30 days. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Sublease Lease shall not result in a renewal or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination reinstatement of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. In no event shall any such holding over, or the receipt by Sublandlord of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyLease.

Holding Over. Subtenant This Lease shall have no right terminate without further notice at the expiration, or earlier termination pursuant to occupy the terms hereof, of the Lease Term. Any holding over by Tenant after Lease Termination shall not constitute a renewal or extension of the Lease Term, nor give Tenant any rights in or to the Premises except as expressly provided in this Lease. Any holding over after Lease Termination with the prior written consent of Landlord shall be construed to be a tenancy from month to month, at one hundred fifty percent (150%) of the monthly Rent for the month immediately preceding Lease Termination, in addition to all Additional Rent payable hereunder (such Rent and Additional rent computed on a monthly basis for each month or ratably for any portion part thereof during such holding over), and shall otherwise be on the terms and conditions herein specified insofar as applicable. Tenant agrees that the reasonable value of the use of the Premises during any holding over without the written consent of Landlord shall be the greater of (x) one hundred fifty percent (150%) of the monthly Rent for the month immediately preceding Lease Termination or (y) the fair market rental value of the Premises (as reasonably determined by Landlord) (pro rated on a daily basis). Acceptance by Landlord of rent after such termination shall not constitute Landlord’s consent to any hold over hereunder or result in a renewal. If Tenant remains in possession of the Premises after Lease Termination without Landlord’s consent, Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, damage, expense, claim or liability resulting from Tenant’s failure to surrender the Premises, including without limitation, any claims made by any succeeding tenant based on delay in the availability of the Premises. The provisions of this Paragraph 21 shall survive the expiration of this Sublease or after termination of this Sublease or of Subtenant's right to possession in consequence of an Event of Default hereunder. In the event Subtenant or any party claiming by, through or under Subtenant holds over (including removal of all personal property and fixtures required to be removed and returning the Premises to Sublandlord in the condition required hereunder) by the Expiration Date or earlier termination of this SubleaseLease. Notwithstanding the foregoing, Sublandlord may exercise any upon written notice to Landlord given no later than six (6) months prior to the expiration of the Initial Term (as defined in Paragraph 44 below), so long as no default on the part of Tenant then exists under this Lease, Tenant shall have the one-time right to hold over in the entire Premises upon each and all remedies available to it at law or in equity to recover possession of the Premisesterms and conditions set forth in this Lease (as may be applicable, but expressly excluding the extension rights set forth in Paragraph 44 below, and Subtenant shall indemnify and hold harmless Sublandlord without in respect any way extending the Initial Term for purposes of any and all holdover charges or penalties imposed under determining the Prime Lease upon Sublandlord date by which Tenant must exercise the first Option described in respect Paragraph 44 below) for a period of the entire Leased Space and in respect of any and all other damages, costs, liabilities or expenses ninety (including attorneys' fees90) suffered by Sublandlord in respect of Subtenant's holding over, as and when such costs, liabilities or expenses are incurred. In addition, for each and every month or partial month that Subtenant or any party claiming by, through or under Subtenant remains in occupancy of all or any portion of the Premises days after the expiration of this Sublease or after termination the Initial Term (such ninety (90) day period, if applicable, being the “Permitted Holdover Period”). The Permitted Holdover Period (if applicable) shall not constitute an extension of this Sublease or Subtenant's right to possessionLease. In consideration of Tenant’s occupancy of the Premises during the Permitted Holdover Period (if applicable), Subtenant Tenant shall paypay in advance, as minimum damages and not as a penaltyfor each thirty (30) day interval encompassed within such ninety (90) day Permitted Holdover Period, monthly rental at a rate the amount equal to one hundred twenty-five percent (1125%) of the monthly installment of Rent in effect for the Premises (in its entirety) for the first thirty days last month of holding overthe Initial Term (i.e., $209,271.02/month x 125% of = $261,588.78/month) (such monthly amount being the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession“Permitted Holdover Period Rent”), or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premisesin addition to, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, and (2) thereafter, 150% of the greater of (i) the rate of Base Rent and Additional Rent payable by Subtenant hereunder immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession, or (ii) the rate of base rent and additional rent payable by Sublandlord for the Premises, on a square footage basis, immediately prior to the expiration or other termination of this Sublease or of Subtenant's right to possession. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction lieu of, all other payments required to be made by Tenant under this Lease, including, but not limited to, Tenant’s percentage share of damages for such holding overOperating Expenses (or any component(s) thereof). In no event shall any such holding overIf Landlord fails to receive the six (6) months’ written notice from Tenant required pursuant to the first sentence of this grammatical above, or Tenant holds over in the receipt by Sublandlord Premises beyond the Permitted Holdover Period (if applicable), then, in either such case, the first grammatical paragraph of any amounts set forth in this Section 19, be deemed to create any month to month or other tenancyParagraph 21 shall govern.