Common use of Holdover Clause in Contracts

Holdover. If Sublessee fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails vacant and exclusive possession of the Subleased Premises is not surrendered to Sublandlord on the expiration or earlier termination of this Sublease, Sublandlord shall be entitled to immediately by legal proceedings to reenter the Subleased Premises and dispossess Subtenant (and/or any person claiming by, through or under Subtenant). In the event of any such holding over, Subtenant shall pay as holdover rent or use and occupancy for each month (or portion thereof) of the holdover tenancy (a) for the first month of such holdover, 125%, and thereafter, 150% of the Fixed Rent payable during the last month of the Term and (b) 100% of Additional Rent on account of Operating Expenses and Taxes that would then be payable by Subtenant under this Sublease had the Term not expired, subject to all of the other terms of this Sublease insofar as the same are applicable to such holdover tenancy. The acceptance of any such use and occupancy payment paid by Subtenant pursuant to this Section 19 shall in no event preclude Sublandlord from commencing and prosecuting a holdover or summary eviction proceeding and the provisions of this Section 19 shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 232-c of the Real Property Law of the State of New York and any successor or similar law of like import. In addition, Subtenant shall indemnify and shall save Sublandlord harmless from and against all actual costs, claims, loss or liability resulting from the failure of Subtenant to surrender the Subleased Premises on the Expiration Date or any portion thereof at sooner termination of the Sublease, including, without limitation, if Subtenant holds over beyond the expiration or earlier termination of the TermPrime Lease, then it any amounts payable by Sublandlord to Prime Landlord pursuant to Article 20 of the Prime Lease or under any indemnity contained in the Prime Lease (“Prime Lease Holdover Payments”), provided that, excluding Subtenant’s liability for Prime Lease Holdover Payments (for which the following 90-day limitation will not apply), Subtenant shall not be conclusively presumed that the value liable to Sublessee Sublandlord under this sentence unless Subtenant holds over for more than ninety (90) days. Nothing contained in this Section 19 shall (i) imply any right of remaining Subtenant to remain in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises after the termination of this Sublease without the execution of a new lease, (ii) imply any obligation of Sublandlord to grant a new lease or (iii) be construed to limit any portion thereof upon right or remedy that Sublandlord has against Subtenant as a holdover tenant or trespasser. The provisions of this Section 19 shall survive the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails Should Tenant continue to surrender occupy the Subleased Demised Premises -------- after expiration of the term or any renewal thereof and provided Landlord has notified Tenant thirty (30) days prior to the expiration of the term or any renewal term that Landlord is negotiating or has executed a lease with a third party for the Demised Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Tenant shall be deemed to be occupying the Demised Premises without claim or right and Tenant shall pay Landlord all costs arising out of loss or liability resulting from delay by Tenant in so surrendering the Demised Premises as above provided and shall pay a tenancy at sufferance and not charge for each day of occupancy an amount equal to 150% the Base Rent (on a tenancy at will or tenancy from month to monthper diem basis) then reserved hereunder. In no the event Landlord has failed to notify Tenant in writing within thirty (30) days prior to the expiration of the term or any renewal term that Landlord is negotiating or has executed a lease with a third party for the Demised Premises or any portion thereof, Tenant shall be entitled to occupy the Demised Premises for a period of sixty (60) days following expiration of the term or any holdover renewal term on the same terms and conditions as such term or renewal term (including Base Rental and additional rental). Should Tenant continue to occupy the Demised Premises following such sixty (60) day period, Tenant shall be deemed to be occupying the Demised Premises without claim or right and Tenant shall pay Landlord as a permitted extension full measure of all loss or renewal liability resulting from delay by Tenant in so surrendering the Demised Premises as above provided a charge for each day of occupancy an amount equal to 200% of the Term, Base Rent and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoAdditional Rent (on a per diem basis) then reserved hereunder.

Holdover. If Sublessee fails Tenant with Landlord’s consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent computed on a per month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, in an amount equal to one hundred thirty-five percent (135%) of the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will be conclusively presumed without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that the value to Sublessee Base Rent shall be one hundred fifty percent (150%) of remaining the Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term for the first thirty (30) days of such holdover, and two hundred percent (200%) of such Base Rent thereafter during the pendency of such holdover. In any such case of Holdover without the consent of Landlord, the monthly Base Rent shall be computed on a per-month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, and the loss that will be suffered . Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the TermTerm shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this ¶ 27 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 law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, then the rent payable by Sublessee Tenant shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor indemnify and paid by Sublessee on a monthly basis and shall be payable on the first day hold Landlord harmless from all loss or liability arising out of such holdover period and the first day of each calendar month thereafter during failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such holdover period until the Subleased Premises have been vacatedfailure to surrender. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein ¶ 27 shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. 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 Lease. The provisions of this ¶ 27 shall not be considered to give Sublessee limit or constitute a waiver of any right with respect theretoother rights or remedies of Landlord provided in this Lease or at law.

Holdover. If Sublessee fails to surrender Tenant shall, without the Subleased Premises or any portion thereof at written consent of Landlord, hold over after the expiration or earlier termination of the TermLease Term (hereinafter, then it will be conclusively presumed that the value to Sublessee of remaining in possessionan “unauthorized holdover”), and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Tenant shall be deemed to be a tenant at sufferance, which tenancy at sufferance may be terminated immediately by Landlord as provided by applicable state law. During any such holdover tenancy, unless Landlord has otherwise agreed in writing, Tenant agrees to pay to Landlord a per diem occupancy charge equal to the sum of (A) five percent (5%) of the stated monthly Base Rent for the last full month of the Lease Term then ending for each day of the first month of such holdover (or 150% of such monthly Base Rent for the entire first month), (B) six percent (6%) of the stated monthly Base Rent for the last full month of the Lease Term then ending for each day of the second month of such holdover (or 180% of such monthly Base Rent for the entire second month), (C) seven percent (7%) of the stated monthly Base Rent for that last full month of the Lease Term then ending for each day of such holdover after the first two (2) months thereof (but not to exceed 200% of such monthly Base Rent for each such full month), and not (D) one hundred percent (100%) of the additional rent which would have been payable by Tenant for the period of such holdover, calculated on a tenancy at will or tenancy from per diem basis using the additional rent which had otherwise been payable by Tenant for the last full month to of the Lease Term then ending Such payments shall be made (in arrears) within five (5) days after Landlord’s demand, and in no event less often than once per month. In no event the case of a holdover which has been consented to by Landlord, Tenant shall any holdover be deemed to be a permitted extension or renewal month to month tenant upon all of the Termterms and provisions of this Lease, except the monthly Base Rent shall be as agreed by Landlord and Tenant with respect to such consented holdover. Upon expiration of the Lease Term as provided herein, Tenant shall not be entitled to any notice to quit, the usual notice to quit being hereby expressly waived under such circumstances, and nothing contained herein Tenant shall be construed to constitute Sublessorsurrender the Premises on the last day of the Lease Term as provided in Section 26, above. The foregoing described per diem occupancy charge is in addition to, and not in lieu of, any other claims for damages which Landlord may have or assert against Tenant in connection with any unauthorized holdover, including any claims arising out of Tenant’s consent to any holdover or to give Sublessee any right with respect theretoindemnity under Section 26, above.

Holdover. If Sublessee fails to surrender vacant and exclusive possession of the Subleased Premises or any portion thereof at is not surrendered (with all restoration, repair, removal, and remediation obligations set forth herein, including as incorporated herein by reference from the Prime Lease, satisfied) to Sublandlord on the expiration or earlier termination of the Termthis Sublease, then it will Sublandlord shall be conclusively presumed that the value entitled to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender reenter the Subleased Premises and dispossess Subtenant (and/or any person claiming by, through or under Subtenant). In the event of any such holding over, Subtenant shall pay as holdover rent or use and occupancy for each month (or portion thereof upon thereof) of the holdover tenancy the amounts payable by Subtenant to Sublandlord pursuant to Section 16 of the Prime Lease as incorporated herein by reference. The acceptance of any such use and occupancy payment paid by Subtenant pursuant to this Section shall in no event preclude Sublandlord from commencing and prosecuting a holdover or summary eviction proceeding. In addition, Subtenant shall indemnify, defend and save harmless Sublandlord from and against any obligations of Sublandlord to Prime Landlord pursuant to Section 16 of the Prime Lease. Nothing contained in this Section shall (i) imply any right of Subtenant to remain in the Subleased Premises after the termination of this Sublease without the execution of a new lease, (ii) imply any obligation of Sublandlord to grant a new lease or (iii) be construed to limit any right or remedy that Sublandlord has against Subtenant as a holdover tenant or trespasser. The provisions of this Section 19 shall survive the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or earlier termination of this Lease. Tenant expressly acknowledges that it understands that any failure by Tenant to not vacate the Premises on the Expiration Date or earlier termination of this Lease will result in material damages and irreparable harm to Landlord. Further, Tenant acknowledges that if Tenant fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the TermLease, then it will be conclusively presumed that the value to Sublessee Tenant of remaining in possession, and the loss that will be suffered by Sublessor Landlord as a result thereof, far exceed the Base Rent and additional rent that would have been payable had the Term continued during such any holdover periodby Tenant. ThereforeAs a result, if Sublessee (or anyone claiming through Sublessee) the parties agree that in the event Tenant does not immediately vacate and surrender the Subleased Premises on or any portion thereof upon prior to the expiration or earlier termination of this Lease that in addition to all rights and remedies at law and in equity, (a) Landlord shall be entitled to injunctive relief (whether preliminary, temporary or permanent) as one appropriate remedy for a breach or threatened breach thereof and in which case, no bond or other security shall be required for an injunction and Landlord shall not be required to prove special damages or inadequacy of any available remedies at law; (b) the TermBase Rent, then the rent Tenant’s Proportionate Share of Operating Expenses and Tenant’s Proportionate Share of Taxes payable by Sublessee hereunder shall be increased to two the greater of (2i) times then-applicable base fair market rent for the Subleased entire Premises in existence as set forth in of the Prime Lease. Such rent Effective Date (regardless of whether Tenant has previously vacated or surrendered any portions thereof) and all other obligations of Tenant under this Lease shall be computed by Sublessor continue to apply and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance (ii) two hundred percent (200%) of such rent applicable during the month immediately preceding such expiration or earlier termination and all other obligations of Tenant under this Lease shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right continue to evict Sublessee and to recover all damagesapply. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing Nothing contained herein or the acceptance of any amounts from Tenant shall be construed to constitute Sublessor’s as a consent by Landlord to any holdover holding over by Tenant. Tenant shall indemnify, defend and hold Landlord and each Landlord Party harmless from and against any and all claims, demands, actions, losses, damages, obligations, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs incurred or suffered by Landlord and/or any Landlord Party by reason of Tenant’s failure to give Sublessee any right surrender the Premises on the expiration or earlier termination of this Lease in accordance with respect theretothe provisions of this Lease.

Holdover. If Sublessee fails to surrender the Subleased Premises Lessee remains in possession of all or any portion thereof at part of the Premises with Lessor’s prior written consent after the expiration or earlier termination of this Lease or of Lessee’s right to possession, such possession will constitute a month-to-month tenancy which may be terminated by either Lessor or Lessee upon thirty (30) days written notice and will not constitute a renewal or extension of the Lease Term. If Lessee remains in possession after such expiration or termination without Lessor’s prior written permission, such possession will constitute a tenancy-at-will terminable upon forty-eight (48) hours’ notice by Lessor and will not constitute a month-to-month tenancy nor a renewal or extension of the Lease Term. In the event of a month-to-month tenancy or tenancy-at-will under this Paragraph, Lessee’s Base Rent will be two hundred percent (200%) of the Base Rent payable during the last month of the Lease Term, then it any other sums due under this Lease will be conclusively presumed that payable in the value to Sublessee of remaining amounts and at the times specified in possessionthis Lease, and the loss that all options, rights of refusal, expansions and/or renewals shall be null and void. Any tenancy under this Paragraph will be suffered by Sublessor as a result thereofsubject to every other term, far exceed condition and covenant contained in this Lease. Lessee agrees to defend, indemnify and hold Lessor harmless from any claim or cause of action arising out of related to the Rent and additional rent that would have been payable had failure of Lessee to surrender possession of the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof to Lessor upon the expiration of this Lease or earlier termination upon any such termination. Notwithstanding the foregoing, Lessee shall have the option to holdover for a period of up to three (3) months following the expiration of the Term, then lease term at 115% of the last rent payable by Sublessee due under the terms of the lease. Lessee shall be increased required to two provide Lessor one-hundred eighty (2180) times then-applicable base rent for days notice prior to lease the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretolease expiration date.

Holdover. If Sublessee fails Tenant with Landlord's consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease pursuant to (P) 17. or (P) 18., such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent computed on a per- month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, in an amount equal to one hundred fifty percent (150%) of the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will be conclusively presumed without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that the value to Sublessee Base Rent shall be one hundred fifty percent (150%) of remaining the Base Rent that was in possessioneffect for the last full calendar month immediately preceding expiration of the Term for the first thirty (30) days of such holdover, and two hundred percent (200%) of such Base Rent thereafter during the loss that will be suffered pendency of such holdover. Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the TermTerm shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this (P) 27 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 law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, then the rent payable by Sublessee Tenant shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor indemnify and paid by Sublessee on a monthly basis and shall be payable on the first day hold Landlord harmless from all loss or liability arising out of such holdover period and the first day of each calendar month thereafter during failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such holdover period until the Subleased Premises have been vacatedfailure to surrender. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein (P) 27 shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. 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 Lease. The provisions of this (P) 27 shall not be considered to give Sublessee limit or constitute a waiver of any right with respect theretoother rights or remedies of Landlord provided in this Lease or at law.

Holdover. On the last day of the Term of the Lease, or on any sooner termination, Tenant shall surrender the Leased Premises to the Landlord in good condition, ordinary wear and tear accepted, free from all of Tenant's personal property, trade fixtures, furnishings and equipment. This Lease shall terminate without further notice upon the expiration of the term. If Sublessee Tenant or any person claiming through or under Tenant is in possession of any part of the Premises after the expiration of the term, without the express consent of Landlord, such tenancy shall be from month-to-month only, and not a renewal of this Lease or an extension for any further term, and such month-to-month tenancy shall be subject to each and every term, covenant and agreement contained herein, except that Base Rent shall be increased to one hundred fifty percent (150%) of the amount of Base Rent payable by Tenant during the last month of the Term, for each month, or portion thereof, that Tenant remains in possession. Nothing in this Section shall be construed as a consent by Landlord to any continued possession by Tenant and 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 and to assert any remedy in law or equity to evict Tenant and/or collect damages in connection with such continued possession. If Tenant fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration of this Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or earlier liability, including without limitation, any claim made by any succeeding tenant relating to such failure to surrender. Acceptance by Landlord of rent after the termination shall not constitute a consent to a holdover or result in a renewal of this Lease. The foregoing provisions of this Section are in addition to and do not affect Landlord's right of re-entry or any other rights of Landlord under this Lease or at law. If Tenant fails to surrender the Leased Premises to Landlord on the expiration of the TermLease, then as required by this section, Tenant shall hold Landlord harmless from all damages resulting from Tenant's failure to vacate the rent payable Leased Premises, including, without limitation, claims made by Sublessee shall be increased any succeeding tenant resulting from the Tenant's failure to two (2) times then-applicable base rent for surrender the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoLeased Premises.

Holdover. If Sublessee Tenant fails to surrender vacate the Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will Tenant shall be conclusively presumed that a Tenant at sufferance as to such space and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over, Tenant shall pay, in addition to the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the other Base Rent and additional all other charges payable under the Lease, holdover rent that would have been (on a per diem basis) for the Premises equal to 150% of each of the Base Rent and Tenant’s Proportionate Share of Actual Operating Costs payable had during the last month of the Term continued during such holdover periodand Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. Therefore, if Sublessee (The provisions of this Section shall not be deemed to limit or anyone claiming through Sublessee) does not immediately constitute a waiver of any other rights or remedies of Landlord provided herein or at law or a consent by Landlord to any holding over by Tenant and Landlord expressly reserves the right to require Tenant to surrender possession of the Subleased Premises or any portion thereof upon the expiration of the Term or upon the earlier termination hereof and to assert any remedy in law or equity to evict Tenant arid/or collect damages in connection with such holding over. If Tenant fails to surrender the Premises upon the termination or expiration of the Termthis Lease, then the rent payable by Sublessee shall be increased in addition to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTliabilities to Landlord accruing therefrom, MARKED BY BRACKETSTenant shall protect, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933defend, AS AMENDED. provision of this Subleaseindemnify and hold Landlord, Sublessorits mortgagee, whether now or hereafter existing, Landlord’s acceptance of property manager, and their respective members, managers, partners, officers, directors, agents and employees harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such rent shall not in any manner adversely affect Sublessor’s other rights and remediesfailure, including Sublessor’s right any claims made by any succeeding lessees founded on such failure to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Termsurrender, and nothing contained herein shall be construed any lost profits to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoLandlord resulting therefrom.”

Holdover. If Sublessee fails to Tenant shall not immediately surrender the Subleased Premises or any portion thereof at the expiration of the Lease Term or earlier termination of the Lease, then Tenant shall, by virtue of the provisions of this paragraph 3.6, become a tenant by the month. In such event Tenant shall be required to pay one hundred fifty percent (150%) of the amount of the monthly installment of Base Rent then in effect and as subsequently escalated in accordance with the provisions hereof, together with all Additional Rent in effect during the last month of the Term commencing said monthly tenancy with the first day next after the end of the Lease Term; and said Tenant, as a month-to-month tenant, shall be subject to all of the conditions and covenants of this Lease as though the same had originally been a monthly tenancy, except as otherwise provided above with respect to the payment of Rent. Each party hereto shall give to the other at least thirty (30) days written notice to quit the Premises, except in the event of non-payment of Rent provided for herein when due, or of the breach of any other covenant by the said Tenant, in which event, Tenant shall not be entitled to any notice to quit, the usual thirty (30) days notice to quit being expressly waived; provided, however, that in the event that Tenant shall hold over after expiration of the Term, then it will be conclusively presumed that the value and if Landlord shall desire to Sublessee regain possession of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased said Premises or any portion thereof upon promptly at the expiration or earlier termination of the Term, then at any time prior to the rent payable acceptance of the Rent by Sublessee shall be increased to two (2) times then-applicable base rent for Landlord from Tenant, as a monthly tenant hereunder, Landlord, at its election or option, may reenter and take possession of the Subleased Premises as set forth forthwith, without process, or by any legal action or process in the Prime Commonwealth of Virginia. Landlord shall have all the rights and remedies provided for by law and this Lease. Such rent , including the right to recover damages (including consequential damages) suffered by Landlord in the event of Tenant’s holdover in the Premises; provided, however, Tenant shall not be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on liable for any consequential damages in the first day of such holdover period and event Tenant vacates the first day of each calendar month thereafter during such holdover period until Premises in accordance with the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision terms of this Sublease, Sublessor’s acceptance Lease within sixty (60) days following the termination of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.this Lease

Holdover. If Sublessee fails to Subtenant shall surrender the Subleased Demised Premises on or before the Expiration Date without any portion thereof at delay. In the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) event Subtenant does not immediately surrender the Subleased Demised Premises on the Expiration Date, Subtenant’s continued possession shall be on the basis of a tenancy at the sufferance of the Sublandlord. In such event, Subtenant shall continue to comply with and perform all of the terms and obligations of this Sublease except that the Rent payable during each month or any portion thereof upon shall be equal to One Hundred Fifty Percent (150%) of the Rent payable during the last full month prior to the expiration or earlier termination of the TermSublease, then the rent payable by Sublessee as applicable. Subtenant shall be increased liable to two (2) times then-applicable base rent for Sublandlord for, and shall indemnify and hold Sublandlord harmless against, all damage which Sublandlord suffers because of any holding over by Subtenant, including without limitation, all claims made against Sublandlord resulting from Sublandlord’s delay in delivering possession of the Subleased Demised Premises as set forth to Prime Landlord. Notwithstanding anything to the contrary contained in this Sublease, if Subtenant and Prime Landlord have executed and delivered a direct lease with a commencement date immediately following the Expiration Date and Prime Landlord has signed and delivered to Sublandlord a written waiver of Prime Landlord’s rights under Article 16 of the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on , Subtenant may remain in the first Demised Premises through the last day of such holdover period and the first day term of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Prime Lease without being subject to the provisions of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoSection 25.

Holdover. If Sublessee fails to surrender Except as otherwise expressly provided in the Overlandlord Consent, in the event Subtenant is in possession of the Subleased Premises after the expiration or any earlier termination of this Sublease, then Subtenant, at Sublandlord’s option, shall be deemed to be occupying the Subleased Premises at sufferance at a Monthly Base Rental equal to the greater of two hundred percent (200%) of (i) the Monthly Base Rental in effect prior to expiration or termination or (ii) the Base Rent provided for under Section 13.9 of the ▇▇▇▇▇▇▇▇▇, with such Base Rent to be charged on a monthly basis for each calendar month or portion thereof for which Tenant holds over, without proration for a partial calendar month, and Subtenant shall otherwise remain subject to all of the conditions, provisions and obligations of this Sublease insofar as the same are applicable to a tenancy at sufferance, including, without limitation, the payment of all Additional Rent and all other amounts due from Subtenant to Sublandlord hereunder. The acceptance of a purported rent check following termination shall not constitute the creation of a tenancy at will, it being agreed that Subtenant’s status shall remain that of a subtenant at sufferance. No holding over by Subtenant after the expiration or termination of this Sublease shall be construed to extend or renew the Term or in any other manner be construed as permission by Sublandlord to holdover. Subtenant shall indemnify and hold Sublandlord harmless from and against any and all damages (actual, consequential or otherwise), losses, costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord arising out of or in any way attributable to such holding over and/or failure to deliver the Subleased Premises in the condition required by this Sublease on the expiration or earlier termination of the Term, then it will Term of this Sublease. Nothing contained herein shall be conclusively presumed that the value construed as consent by Sublandlord to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover periodany holding over. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon Subtenant’s obligations hereunder shall survive the expiration or earlier termination of this Sublease. Except as otherwise expressly provided in the TermOverlandlord Consent, then at the rent payable end of the Term or sooner termination of this Sublease, Tenant shall peaceably surrender and deliver up the Subleased Premises, together with the water neutralizer and emergency generator as provided in Section 7.4 of the ▇▇▇▇▇▇▇▇▇, vacant, broom clean, with all utilities safely capped and in good repair and condition, subject to reasonable wear and tear and damage by Sublessee shall be increased to fire or other casualty. Not later than two (2) times then-applicable base rent for business days prior to the Subleased Premises as set forth in end of the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Term or sooner termination of this Sublease, SublessorSubtenant shall remove all signs and lettering and all trade fixtures and personal property, goods and effects belonging to Subtenant or anyone claiming through or under Subtenant (and shall also remove the Licensed Property unless Sublandlord expressly elects otherwise in writing), shall promptly repair the Subleased Premises and Building as a result of any damage to, or destruction caused by such removal and shall cause all maintenance and repair work of Subtenant to conform to Legal Requirements. Unless Overlandlord or Sublandlord elects otherwise, all installations, alterations, additions or improvements in or to the Subleased Premises shall be the property of Overlandlord and shall remain upon, and be surrendered with, the Subleased Premises at the end of the Term or sooner termination of this Sublease. Subtenant’s acceptance failure to comply with the foregoing and with any and all other surrender requirements of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover the ▇▇▇▇▇▇▇▇▇ shall be deemed to be constitute a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretounder this Sublease.

Holdover. If Sublessee fails to surrender (a) In the Subleased Premises event this lease is not renewed or any portion thereof at extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration or earlier termination of the Term (it being agreed that Tenant shall not be deemed holding over by the mere fact that Tenant’s Property remains in the Premises after the expiration of the Term), the parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the term shall be a tenancy at will commencing on the first day after the expiration of the Term, then it will which tenancy shall be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination all of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as terms set forth in the Prime Lease. Such rent this lease except Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying one-twelfth of the Fixed Rent payable by Tenant during the last year of the Term (i.e., the year immediately prior to the holdover period) prorated for any partial month on a per diem basis, by (ii) one hundred twenty-five (125%) percent for the first thirty days of such holdover, one hundred fifty (150%) percent for the next thirty (30) days of such holdover, and one hundred seventy-five (175%) percent thereafter. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the Term, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above. (b) Notwithstanding anything to the contrary contained in this lease, the acceptance of any rent paid by Tenant pursuant to Section 34.01(a) shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding, or from collecting any amounts (including, without limitation, reasonable counsel fees) payable by Tenant pursuant to Section 27.02 in connection with any such holdover period or summary eviction proceeding, and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover preceding sentence shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In an “agreement expressly providing otherwise” within the meaning of Section 223-c of the Real Property Law of the State of New York but in no event shall Tenant be responsible to the Landlord for any holdover be deemed monetary damages, including, without limitation, any consequential, punitive, special or speculative damages of any kind, lost profits or like damages alleged to have occurred as a permitted extension or renewal result of any breach of this Lease, if any, suffered by the Landlord by reason of the TermTenant’s holdover in the Premises except as expressly provided in Section 34.02. 34.02. Notwithstanding anything to the contrary contained herein, in the event that: (a) Landlord shall enter into one or more (i) leases for all or any portion of the Premises or (ii) letters of intent with respect to all or a portion of the Premises, which either (x) is for a term that is scheduled to commence within one hundred twenty (120) days after the Expiration Date or (y) is for a term that is scheduled to commence within twelve (12) months after the Expiration Date and nothing contained which requires Landlord to perform any material demolition, tenant improvement work or any other material work as a precondition to the commencement of such term (any such lease is herein called a “Qualifying Lease”), and (b) Landlord shall give Tenant written notice of any such Qualifying Lease(s) (herein called a “Qualifying Lease Notice”), which Qualifying Lease Notice may be given at any time prior to, or if Tenant has held-over or remains in possession of any portion of the Premises following, the Expiration Date and shall describe the premises leased pursuant to such Qualifying Lease(s), and (c) Tenant shall hold-over or remain in possession of any portion of the Premises beyond the date which is one hundred twenty (120) days following the later of (x) the Expiration Date or (y) the date on which Landlord shall have given such Qualifying Lease Notice to Tenant, then, in such event, Tenant shall be construed subject to constitute Sublessorall losses, injuries and damages incurred by Landlord arising out of any new leases or lost opportunities by Landlord to re-let all or any part of the Premises covered by a Qualifying Lease Notice given at least thirty (30) days prior to the date on which Landlord incurs such damages, including without limitation any such damages in connection with Landlord’s consent inability to deliver the premises leased pursuant to such Qualifying Lease to the tenant under such Qualifying Lease (collectively, “Holdover Damages”). All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any holdover or summary proceedings against Tenant. Landlord shall not be required to give Sublessee any right with respect theretomitigate Holdover Damages except as may be required by then applicable Legal Requirements.

Holdover. If Sublessee fails to surrender remains in possession of the Subleased Premises or any portion thereof at the after expiration or earlier termination of the Term, then it will Sublessee shall be conclusively presumed that the value deemed to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender occupying the Subleased Premises as a tenant at the sufferance of Sublessor, subject to all of the provisions of this Sublease, except that for each month or any partial month in which Sublessee holds over, Rent for such month or portion thereof upon shall be one hundred fifty percent (150%) of the amount of Rent in effect during the last month of the Term without apportionment for any partial month; in the event the expiration or earlier termination of the TermTerm coincides with the expiration of the term under the Prime Lease, then the rent payable by however, Sublessee shall be increased to two (2) times then-applicable base rent for remit the Subleased Premises as set forth greater of 150% of the Rent then in effect or the amounts owing under the Prime Lease. Such rent shall be computed Additionally, Sublessee agrees to indemnify Sublessor for any and all loss, damage, cost, expense and liability (including, without limitation, attorneys’ fees, court costs and consequential damages) incurred by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such in connection with Sublessee’s holdover period and the first day of each calendar month thereafter during such holdover period until at the Subleased Premises have been vacatedPremises. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of in this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall Section 11 shall: (a) be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent by Sublessor to any holdover by Sublessee; (b) preclude or exclude Sublessor from exercising its right of re-entry; or (c) be deemed to give Sublessee be a waiver of any right with respect theretoother rights or remedies which Sublessor may have available hereunder, under the Prime Lease, at law or in equity.

Holdover. If Sublessee fails to surrender the Additional Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Additional Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Additional Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Additional Subleased Premises have been vacated. Notwithstanding any other provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee Subtenant fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the Termthis Sublease, then it will be conclusively presumed that the value to Sublessee occupancy of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises after the termination or any portion thereof upon expiration shall be that of a tenancy at sufferance. Subtenant’s occupancy of the Subleased Premises during the holdover shall be subject to all the terms and provisions of this Sublease and Subtenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover. No holdover by Subtenant or payment by Subtenant after the expiration or earlier early termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein Sublease shall be construed to constitute Sublessor’s consent extend the Term or prevent Sublandlord from immediate recovery of possession of the Subleased Premises by summary proceedings or otherwise. In addition to any holdover the payment of the amounts provided above, if Sublandlord is unable to deliver possession of the Subleased Premises to a new subtenant or to give Sublessee any right with respect theretoLandlord, as the case may be, or to perform improvements for a new subtenant, as a result of Subtenant’s holdover, Subtenant shall be liable to Sublandlord for all damages, including, without limitation, consequential damages, that Sublandlord suffers from the holdover; Subtenant expressly acknowledges that such damages may include all of the holdover rent charged by Landlord under the Master Lease as a result of Subtenant’s holdover, which Master Lease holdover rent may apply to the entire Master Lease Premises.

Holdover. If Sublessee fails to surrender retains possession of the Subleased Premises or -------- any portion part thereof at after the expiration or earlier termination of the Term, by lapse of time or otherwise, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during for such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by period Sublessee shall be increased to two (2) times thena tenant-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent at-sufferance and during any holdover Sublessee shall be computed by Sublessor and paid by Sublessee on a monthly basis subject to and shall be payable on perform all obligations in accordance with all of the first day of such holdover period terms and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision conditions of this Sublease, Sublessor’s acceptance except that Sublessee shall pay Base Rental and Costs equal to one hundred and fifty (150%) percent of such rent the Base Rental and Costs paid for the last month of the Term and, in addition to the amounts specified above, Sublessee shall not in pay all other amounts due from Sublessee under the terms of the Sublease as if no holdover existed, plus all damages sustained by Sublessor by reason of Sublessee's retention of possession. Additionally, Sublessee shall remain liable to Sublessor and hereby agrees to indemnify, defend and hold Sublessor harmless from and against any manner adversely affect Sublessor’s and all claims, demands, actions, proceedings, suits, liabilities, losses, judgments, expenses (including attorneys' fees) and damages of any kind or nature whatsoever Sublessor may sustain as a result of any holdover by Sublessee, its assignees, sub-subtenants, successors or other transferees. Sublessor shall retain all of its rights and remedies, including Sublessor’s right to evict remedies against Sublessee and to recover all damages. Any such during any holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to monthperiod. In no event shall there be any holdover be deemed a permitted extension or renewal of this Sublease by operation of law if Sublessee remains in possession of the Subleased Premises after the expiration of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. (a) Notwithstanding anything in this Lease to the contrary, so long as an Event of Default, or any event that, with the giving of notice or the passing of time, would constitute an Event of Default, has not occurred at the time of the exercise of the rights provided in this paragraph, ▇▇▇▇▇ may request to holdover in the Leased Premises from month- to-month ("Permitted Holdover"), commencing as of the first calendar month immediately following the expiration of the Term (as the same may be extended) (the "Permitted Holdover Period"), by delivering to Lake City prior written notice of ▇▇▇▇▇'s request to so occupy the Leased Premises on or before the date that is six (6) months prior to the expiration of the Term. Lake City may, within thirty (30) days after receiving such notice, decline to allow a Permitted Holdover by delivering written notice thereof to HAECO. If Sublessee Lake City does not respond to ▇▇▇▇▇'s request for a Permitted Holdover within such period, a Permitted Holdover shall be deemed allowed. The Permitted Holdover shall be subject to all the terms and conditions of this Lease, including without limitation payment of Rent (escalated annually as provided in Article 6) in the amountsin effect on the final Lease Year of the Term, except that either Party may terminate the Permitted Holdover upon one hundred eighty (180) days' prior written notice. (b) Other than in the case of a Permitted Holdover, if ▇▇▇▇▇ fails to surrender the Subleased Leased Premises upon termination or any portion thereof at the expiration or earlier termination of this Lease then ▇▇▇▇▇'s continued occupancy of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Leased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy from month-to-month with respect to such retained portion at sufferance a rental rate of one hundred twenty-five percent (125%) the Rent due under this Lease for the month prior to the holdover, and not a otherwise subject to all the terms and conditions of this Lease. Lake City may terminate the holdover tenancy at will or tenancy from month any time by providing thirty (30) days' prior written notice to month▇▇▇▇▇. In no event addition to any other liabilities to Lake City arising therefrom, ▇▇▇▇▇ shall any holdover be deemed a permitted extension or renewal of the Termand does hereby agree to indemnify, defend, and nothing contained herein shall be construed hold Lake City harmless from any loss or liability resulting from the HAECO's failure to constitute Sublessor’s consent surrender the Leased Premises, including but not limited to claims made by any holdover or to give Sublessee any right with respect theretosucceeding tenant.

Holdover. Tenant shall have no right to holdover. Any holding over after the expiration of the Term, without the express written consent of Landlord, shall constitute an Event of Default. If Sublessee fails to Tenant does not surrender and vacate the Subleased Premises or any portion thereof at expiration of this Lease, Tenant shall be a tenant at sufferance and the parties having agreed, without limiting Landlord’s remedies provided in this Lease, that the daily rental rate shall be one hundred percent (100%) of the then fair market rental rate for the Building as reasonably determined by Landlord, plus Additional Rent, and due the first of each month, and shall otherwise be on the terms and conditions herein specified. In connection with the foregoing, Landlord and Tenant agree that the reasonable rental value of the Premises following the expiration or earlier termination of this Lease shall be the Termamounts set forth above per month. Landlord and Tenant acknowledge and agree that, then under the circumstances existing as of the Effective Date, it will be conclusively presumed that is impracticable and/or extremely difficult to ascertain the reasonable rental value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon on the expiration or earlier termination of this Lease and that the Termreasonable rental value established herein is a reasonable estimate of the damage that Landlord would suffer as the result of the failure of Tenant to timely surrender possession of the Premises. The parties acknowledge that the liquidated damages established herein is not intended as a forfeiture or penalty within the meaning of California Civil Code Sections 3275 or 3369, then the rent payable by Sublessee shall be increased but is intended to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor constitute liquidated damages to Landlord pursuant to California Civil Code Sections 1671, 1676, and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated1677. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTthe foregoing, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not and in any manner adversely affect Sublessor’s addition to all other rights and remediesremedies on the part of Landlord if Tenant fails to surrender the Premises upon the termination or expiration of this Lease, including Sublessor’s right in addition to evict Sublessee any other liabilities to Landlord accruing therefrom, Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any and all loss or liability resulting from delay by Tenant in so surrendering the Premises including, without limitation, any loss or liability resulting from any claim against Landlord made by any succeeding tenant founded on or resulting from such delay and losses to recover all damages. Any such holdover shall be deemed Landlord due to be a tenancy at sufferance and not a tenancy at will or tenancy from month lost opportunities to month. In no event shall lease any holdover be deemed a permitted extension or renewal portion of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent Premises to any holdover such succeeding tenant, together with, in each case, reasonable attorneys’ fees and costs. The foregoing indemnity shall survive the expiration or to give Sublessee any right with respect theretoearlier termination of this Lease.

Holdover. If Sublessee fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s 's acceptance of such rent shall not in any manner adversely affect Sublessor’s 's other rights and remedies, including Sublessor’s 's right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s 's consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails Tenant with Landlord's consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent, computed on a per-month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, in an amount equal to one hundred fifty percent (150%) of the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that, as liquidated damages (which shall be conclusively presumed Landlord's sole damages) for such holding over, the Base Rent shall be one hundred fifty percent (150%) of the Base Rent that was in effect for the value to Sublessee last full calendar month immediately preceding expiration of remaining in possessionthe Term for the first thirty (30) days of such holdover, and two hundred percent (200%) of such Base Rent thereafter during the loss that will be suffered pendency of such holdover. Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the Term, then Term shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this Section 27 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 law except for Landlord's damages which are liquidated at the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as amounts set forth in the Prime Leaseabove. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein Section 27 shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon expiration or to give Sublessee any right with respect theretoother termination of this Lease.

Holdover. If Sublessee fails A. Tenant acknowledges that possession of the demised premises must be surrendered to surrender the Subleased Premises or any portion thereof Landlord at the expiration or earlier sooner termination of the Term, then it term of this lease. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the demised premises as aforesaid will be conclusively presumed that the value to Sublessee of remaining in possessionsubstantial, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent amount of fixed minimum rent and additional rent theretofore payable hereunder, and will be impossible accurately to measure. Tenant therefore agrees that if possession of the demised premises is not surrendered to Landlord upon the expiration or sooner termination of the term of this lease, then notwithstanding anything to the contrary contained in this lease, Tenant shall pay to Landlord for each month and for each portion or any month during which Tenant holds over in the demised premises after the expiration or sooner termination of the term of this lease, for use and occupancy, the aggregate sum of (i) two times the amount of the installment of the fixed minimum rent that was payable under this lease for the last month of the term hereof, plus (ii) one-twelfth of all items of annual additional rent which would have been payable monthly pursuant to this lease had its term not expired or been terminated, plus (iii) those items of additional rent (not annual additional rent) which would have been payable monthly pursuant to this lease had its term not expired or been terminated, which aggregate sum Tenant agrees to pay to Landlord upon demand, in full without setoff, and no extension or renewal of this lease shall be deemed to have occurred by such holding over, nor shall Landlord be precluded by accepting such aggregate sum for use and occupancy from exercising all rights and remedies available to it to obtain possession of the Term continued during demised premises. Further, Tenant shall be liable to Landlord for all losses and damages which Landlord may reasonably incur or sustain by reason of such holdover period. Thereforeholding over, if Sublessee (including, but not limited to, damages incurred or anyone claiming through Sublessee) does not immediately surrender sustained by reason of Landlord's inability to timely place a new tenant in possession of the Subleased Premises or any portion thereof demised premises. B. If Tenant shall default in surrendering the demised premises upon the expiration or earlier termination of the Termterm, then Tenant's occupancy subsequent to such expiration or termination, whether or not with the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day consent or acquiescence of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTLandlord, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not that of a tenancy at will or tenancy from month to month. In and in no event from month-to-month or from year-to-year, and it shall any holdover be deemed a permitted subject to all the terms, covenants and conditions of this Lease applicable thereto, except with respect to the Minimum Rent as hereinabove stated and no extension or renewal of the Term, and nothing contained herein this Lease shall be construed deemed to constitute Sublessor’s consent have occurred by such holding over. In the event Landlord shall commence proceedings to dispossess Tenant by reason of Tenant's holding over or other default, Tenant shall pay, in addition to costs and disbursements, Landlord's legal fees for each proceeding as Additional Rent hereunder. Tenant shall also be liable to Landlord for all claims made by any succeeding tenants against Landlord or otherwise resulting from the failure of Tenant to timely surrender and vacate the demised premises. Tenant hereby expressly waives all rights to redemption granted by or under any present or future laws and Tenant hereby waives any and all predicate notices to a holdover or to give Sublessee any right and Landlord may immediately proceed with respect theretoa holdover Notice of Petition and Petition.

Holdover. If Sublessee fails to surrender the Subleased Premises or any portion thereof at Landlord agrees in writing that Tenant may hold over after the expiration or earlier termination of this Lease, unless the Termparties hereto otherwise agree in writing as to the terms of such holding over, the holdover tenancy shall be subject to termination by Landlord or Tenant at any time upon not less than thirty (30) days' prior written notice. If Tenant holds over without the consent of Landlord, the same shall be a tenancy at will terminable at any time, and Tenant shall be liable to Landlord for, and Tenant shall indemnify, protect, defend and hold Landlord harmless from and against, any damages, liabilities, losses, costs, expenses or claims suffered or caused by such holdover, including damages and costs related to any successor tenant of the Premises to whom Landlord could not deliver possession of the Premises when promised. If Tenant provides Landlord with at least six (6) months prior written notice that Tenant will hold over (the "Holdover Notice"), and provided that Landlord consents to such holding over, then it will be conclusively presumed that during the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to first two (2) times then-months of any such holdover tenancy with consent, Tenant shall pay to Landlord from time to time upon demand, an amount equal to one hundred twenty five percent (125%) of the then applicable base rent for Base Rent, plus all Additional Rent and other sums payable under this Lease, and be bound by all the Subleased Premises terms, covenants and conditions specified in this Lease, as set forth so far applicable; during any subsequent months of any such holdover tenancy with consent, Tenant shall pay to Landlord from time to time upon demand, an amount equal to one hundred fifty percent (150%) of the then applicable Base Rent, plus all Additional Rent and other sums payable under this Lease, and be bound by all the terms, covenants and conditions specified in this Lease, as so far applicable. If Tenant does not provide Landlord with the Prime Holdover Notice, then during any holdover tenancy with Landlord's consent, Tenant shall pay to Landlord from time to time upon demand, an amount equal to one hundred fifty percent (150%) of the then applicable Base Rent, plus all Additional Rent and other sums payable under this Lease, and be bound by all the terms, covenants and conditions specified in this Lease, as so far applicable. During any holdover tenancy without Landlord's consent, Tenant shall pay to Landlord from time to time upon demand, an amount equal to two hundred percent (200%) of the then applicable Base Rent, plus all Additional Rent and other sums payable under this Lease, and be bound by all the terms, covenants and conditions specified in this Lease, as so far applicable. Notwithstanding anything to the contrary contained in this Section 3.6, no holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The preceding provisions of this Sublease, Sublessor’s acceptance of such rent Paragraph 3.6 shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s as Landlord's consent to any holdover or to give Sublessee any right with respect theretoholding over by Tenant.

Holdover. If Sublessee fails Tenant with Landlord's consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent computed on a per-month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, 25 in an amount equal to one hundred fifty percent (150%) of the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will be conclusively presumed without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that the value to Sublessee Base Rent shall be one hundred fifty percent (150%) of remaining the Base Rent that was in possessioneffect for the last full calendar month immediately preceding expiration of the Term for the first thirty (30) days of such holdover, and two hundred percent (200%) of such Base Rent thereafter during the loss that will be suffered pendency of such holdover. Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the TermTerm shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this P.27. 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 law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, then the rent payable by Sublessee Tenant shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor indemnify and paid by Sublessee on a monthly basis and shall be payable on the first day hold Landlord harmless from all loss or liability arising out of such holdover period and the first day of each calendar month thereafter during failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such holdover period until the Subleased Premises have been vacatedfailure to surrender. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damagesP.27. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. 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 Lease. The provisions of this P.27. shall not be considered to give Sublessee limit or constitute a waiver of any right with respect theretoother rights or remedies of Landlord provided in this Lease or at law.

Holdover. If Sublessee fails to surrender 34.01. (a) In the Subleased Premises event this lease is not renewed or any portion thereof at extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner Permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant’s occupancy of the Premises or any portion thereof upon after the expiration or earlier termination of the Term, then the rent payable by Sublessee term shall be increased to two (2) times thenunder a month-applicable base rent for to-month tenancy commencing on the Subleased Premises as first day after the expiration of the term, which tenancy shall be upon all of the terms set forth in the Prime Lease. Such rent this lease except Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of such each month of the holdover period as Fixed Rent, an amount equal to the higher of (i) an amount equal to one and one-half times one-twelfth of the first day sum of: (a) the Fixed Rent and Additional Charges payable by Tenant during the last year of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision term of this Subleaselease (i.e., Sublessorthe year immediately prior to the holdover period) or (ii) an amount equal to the then market rental value for the Premises as shall be established by Landlord giving notice to Tenant of Landlord’s acceptance good faith estimate of such rent shall not market rental value. Tenant may dispute such market rental value for the Premises as estimated by Landlord by giving notice to Landlord within but in any manner adversely affect Sublessorno event after ten days after the giving of Landlord’s other rights and remediesnotice to Tenant (as to the giving of which notice to Landlord, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover time shall be deemed of the essence). Enclosed with such notice, Tenant shall be required to furnish to Landlord a certified opinion of a reputable New York licensed real estate broker having leasing experience in the Borough of Manhattan, for a period of not less than ten (10) years setting forth said broker’s good faith opinion of the market rental value of the Premises. If Tenant and Landlord are unable to resolve any such dispute as to the market rental value for the Premises then an independent arbitrator who shall be a tenancy real estate broker of similar qualifications and shall be selected from a listing of not less than three (3) brokers furnished by the Real Estate Board of New York, Inc. to Tenant and Landlord (at sufferance the request of either Landlord or Tenant). If Landlord and Tenant are unable to agree upon the selection of the individual arbitrator from such listing, then the first arbitrator so listed by the Real Estate Board of New York, Inc. shall be conclusively presumed to have been selected by both Landlord and Tenant and the decision of such arbitrator shall be conclusive and binding upon the parties as to the market rental value for the Premises. Pending the determination of the market rental value of the Premises upon the expiration of the term of this lease, Tenant shall pay to Landlord as Fixed Rent an amount computed in accordance with clauses (i) or (ii) of this subsection 34.01(a) (as Landlord shall then elect), and upon determination of the market rental value of the Premises in accordance with the preceding provisions hereof appropriate adjustments and payments shall be effected. Further, Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original term or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a tenancy at will or tenancy from month to monthholdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above. In no event shall any holdover be deemed a permitted extension or renewal of addition to the Termforegoing, and nothing contained herein Landlord shall be construed entitled to constitute Sublessor’s consent to recover from Tenant any holdover losses or to give Sublessee any right with respect theretodamages arising from such holdover.

Holdover. If Sublessee fails vacant and exclusive possession of the Premises is not surrendered to surrender Landlord on the Subleased Premises Expiration Date, then Tenant shall pay to Landlord on account of use and occupancy of the Premises, for each month (or any portion thereof at thereof) during which Tenant (or a Person claiming by, through or under Tenant) holds over in the expiration or earlier termination Premises after the Expiration Date, an amount equal to one hundred fifty percent (150%) of the aggregate Rental that was payable under this Lease during the last month of the Term, then it will be conclusively presumed except that Tenant shall pay an amount equal to two hundred percent (200%) of the value to Sublessee aggregate Rental that was payable under this Lease during the last month of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during for the period commencing on the sixtieth (60th) day of such holdover period. ThereforeLandlord’s right to collect such amount from Tenant for use and occupancy shall be in addition to any other rights or remedies that Landlord may have hereunder or at law or in equity (including, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination without limitation, Landlord’s right to recover Landlord’s damages from Tenant that derive from vacant and exclusive possession of the Term, then the rent payable by Sublessee shall be increased Premises not being surrendered to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable Landlord on the first day Expiration Date); provided, however, that Landlord shall not have the right to recover such damages unless Tenant’s holdover extends for more than sixty (60) days. Nothing contained in this Section 27.2 shall permit Tenant to retain possession of such holdover period and the first day Premises after the Expiration Date or limit in any manner Landlord’s right to regain possession of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedPremises, through summary proceedings or otherwise. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, SublessorLandlord’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover payments from Tenant after the Expiration Date shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal on account of the Term, and nothing contained herein shall amount to be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right paid by Tenant in accordance with respect theretothe provisions of this Article 27.

Holdover. If Sublessee fails Landlord consents in writing to surrender a holdover and no other agreement is reached between Tenant and Landlord concerning the Subleased duration and terms of the holdover, Tenant’s holdover shall be a month-to-month tenancy subject to termination by Landlord or Tenant at any time upon not less than thirty (30) days’ prior written notice. If Tenant holds over without the written consent of Landlord, Landlord shall have all the rights and remedies provided for by law and this Lease, and the same shall be a tenancy at will, terminable at any time. During any holding over without the written consent of Landlord (which consent shall be given or withheld in Landlord’s sole and absolute discretion), Tenant shall pay to Landlord 125% of the rate of Base Rent in effect on the expiration or termination of the Lease Term during the three (3) months immediately following the expiration or termination of the Lease Term and 150% of the rate of Base Rent in effect on the expiration or termination of the Lease Term thereafter, plus, in all cases, all Additional Rent and other sums payable under this Lease, and shall be bound by all of the other covenants and conditions specified in this Lease, so far as applicable. In addition, in the event Tenant does not vacate the Premises in accordance with the terms of Section 4.6 below on or any portion thereof at before the date which is the earlier to occur of (i) thirty (30) days after the expiration or earlier termination of the Lease Term (or such later date that Landlord has consented in writing, in its sole and absolute discretion, for Tenant to hold over within the Premises), or (ii) the thirtieth (30th) day after receiving written notice from Landlord demanding that Tenant vacate the Premises (“Vacation Notice”) (which Vacation Notice may be delivered by Landlord during the Lease Term), Tenant shall be liable to Landlord for, and Tenant shall indemnify, protect, defend and hold Landlord harmless from and against, any damages, liabilities, losses, costs, expenses or claims suffered or caused by any holdover (including the right to recover consequential damages suffered by Landlord in the event of Tenant’s refusal to relinquish possession of the Premises at the end of the Lease Term), including, without limitation, damages and costs related to any successor tenant of the Premises to whom Landlord could not deliver possession of the Premises when promised. Tenant is not authorized to hold over beyond the expiration or earlier termination of the Lease Term, then it will be conclusively presumed that and nothing contained herein shall authorize Tenant to do so and Landlord expressly reserves the value right to Sublessee require Tenant to surrender possession of remaining the Premises to Landlord as provided in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof this Lease upon the expiration or earlier termination of the Lease Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails to surrender retains possession of the Subleased Leased Premises or any portion part thereof at after the termination of this Sublease by expiration of the Sublease Term or other- wise, this Sublease shall be deemed a tenancy from month to month only and be governed by all the same provisions of this Sublease, except for the duration of the Sublease Term and the amount of the Rent. During any holdover period, Sublessee shall pay Sublessor (A) an amount, calculated on a per diem basis for each day of such unlawful retention, equal to the greater of (i) twice the Fixed Rent payable in effect immediately prior to the expiration or earlier termination of the Sublease Term, then it will be conclusively presumed that or (ii) the value Annual Base Rent and Additional Rent payable by Sublessor to Prime Lessor, or (iii) the market rental for the Leased Premises, as determined by Sublessor in its reasonable discretion, for the time Sublessee of remaining thus remains in possession, plus, in each case, all Additional Rent payable hereunder, and the loss that will be suffered (B) all direct damages, costs and expenses sustained by Sublessor as a result thereofby reason of Sublessee's holding over, far exceed including but not limited to all damages payable by Sublessor to Prime Lessor under the Rent Prime Lease caused by Sublessee's holdover. All of Sublessee's obligations with respect to the use, occupancy and additional rent that would have been payable had maintenance of the Term continued Leased Premises shall continue during such holdover period. Thereforeperiod of retention; however, if neither the compliance with such obligations nor the payment of the amounts set forth above in this Section shall create any right in Sublessee (or anyone claiming through Sublessee) does not immediately surrender to continue in possession of the Subleased Leased Premises or limit any portion thereof upon the expiration rights or earlier termination remedies of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of resulting from such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoholdover.

Holdover. If Sublessee fails to surrender Tenant or any person claiming through Tenant shall retain possession of the Subleased Premises or any portion part thereof at after the expiration or earlier termination of the TermTerm and if Landlord shall consent to such continuation of possession, then it will such possession shall be conclusively presumed (unless the parties hereto shall otherwise have agreed in writing) deemed to be under a month-to-month tenancy which shall continue until either party shall notify the other in writing, at least 30 days prior to the end of any calendar month, that the value party giving such notice elects to Sublessee terminate such tenancy at the end of remaining such calendar month, in possessionwhich event such tenancy shall so terminate. Anything contained in the foregoing provisions of this paragraph to the contrary notwithstanding, with respect to each such monthly period and in addition to other rent and charges due under this Lease, Tenant shall pay rent equal to 1/9 of the per annum Base Rent and 1/9 of the Tax Adjustment Amount, the Expense Adjustment Amount, and Additional Services Charge (calculated in accordance with the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that provisions of Paragraph 4 hereof) which would have been payable had this Lease been renewed until the Term continued during end of the calendar year which includes such holdover periodmonth on the terms and conditions in effect immediately prior to the expiration or termination of the Term; and such month-to-month tenancy with Landlord's consent shall be upon the same terms and subject to the same conditions as those which are set forth in this Lease except as aforesaid. Therefore, if Sublessee (If Tenant or anyone any person claiming through Sublessee) does not immediately surrender Tenant shall retain possession of the Subleased Premises or any portion thereof upon part thereof, after the expiration or earlier termination of the Termterm or of Tenant's right of possession, then the rent payable by Sublessee and if such retention shall be increased without Landlord's consent, Tenant shall pay Landlord (a) for each month or portion thereof during which such possession continues, an amount equal to two the rental to be paid for each month pursuant to the foregoing provisions of this Paragraph when such possession is with Landlord's consent, plus all other sums which would have been payable hereunder had the term continued during such retention of possession and (2b) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed all other damages sustained by Sublessor and paid Landlord, whether direct or consequential, by Sublessee on a monthly basis and shall be payable on the first day reason of such holdover period retention of possession. During any such retention of possession without Landlord's consent, all of Tenant's obligations with respect to the use, occupancy and maintenance of the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedshall continue. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The provisions of this Sublease, Sublessor’s acceptance of such rent Paragraph 16 shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be limit or constitute a tenancy waiver of any other rights or remedies of Landlord provided herein or at sufferance law or in equity and not a tenancy at will applicable to unlawful retention of possession or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretootherwise.

Holdover. Sublessee shall have no right to occupy or otherwise retain possession of the Subleased Premises or any part thereof beyond the End Date. If Sublessee fails remains in occupancy or possession of the Subleased Premises or any part thereof after the End Date, such occupancy or possession shall be a tenancy-at-sufferance at a monthly rent, prorated on a daily basis, due from Sublessee equal to all amounts which Master Landlord is charging Sublessor under the Master Lease (including without limitation, all increased Monthly Rent, Operating Expenses, Taxes and other charges due Master Landlord under the Master Lease, whether or not such sums are paid by Sublessee hereunder during the Term of this Sublease) by reason of such holdover. In addition, Sublessee shall pay Sublessor, upon demand, all damages sustained by Sublessee on account of Sublessee’s holding over in the Subleased Premises including, without limitation, all amounts claimed by Master Landlord against Sublessor for indemnification, consequential loss and otherwise with respect to the Subleased Premises or otherwise pursuant to the Master Lease. It is the intention of the parties that if Sublessee holds over Sublessor shall bear no costs or expenses under the Master Lease or otherwise by reason of such holdover. Nothing contained herein shall be construed as consent by Sublessor to any holding over by Sublessee or as a limitation of Sublessor’s rights and remedies should Sublessee hold over. Sublessee shall indemnify, defend (with counsel acceptable to Sublessor) and hold harmless Sublessor and Master Landlord, and each of them, from and against all claims, causes of action, suits, proceedings, demands, liabilities, judgments, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ and experts’ fees and costs) arising out of or in connection with Sublessee’s failure to surrender the Subleased Premises on or before the End Date in the condition required by the Master Lease (including, without limitation, any portion thereof at the expiration liability or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered damages sustained by Sublessor as a result thereof, far exceed of a holdover of the Rent and additional rent that would have been payable had Premises by Sublessor occasioned by the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender of the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime LeaseSublessee). Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The provisions of this Sublease, Sublessor’s acceptance of such rent Section 13 shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of survive the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoEnd Date.

Holdover. (a) If Sublessee fails to surrender the Subleased Premises or any portion thereof at Tenant shall hold over after the expiration or earlier sooner termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis Lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant’s occupancy of the Premises or any portion thereof upon after the expiration or earlier sooner termination of the Termterm shall be under a month-to-month tenancy commencing on the first day after the expiration or sooner termination of the term, then which tenancy shall be upon all of the rent terms set forth in this Lease except that Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to one and one-half (1 ½) times one-twelfth of the sum of the Fixed Rent and Additional Charges payable by Sublessee shall be increased to Tenant during the last year of the term of this Lease for the first thirty (30) days Tenant holds over and thereafter two (2) times then-applicable base rent such sum. It is stipulated and agreed that Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. It is further stipulated and agreed that if Landlord shall, at any time after the expiration or sooner termination of the term, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the Subleased use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth in above. In addition to the Prime Lease. Such rent foregoing, Landlord shall be computed by Sublessor and entitled to recover from Tenant any losses or damages arising from such holdover. (b) Anything to the contrary notwithstanding, the acceptance of any rent paid by Sublessee on Tenant pursuant to Article 40(a) above shall not preclude Landlord from commencing and prosecuting a monthly basis and shall be payable on the first day of such holdover period or summary eviction proceeding, and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover preceding sentence shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal an “agreement expressly providing otherwise” within the meaning of Section 232-c of the TermReal Property Law of the State of New York. (c) If Tenant shall hold-over or remain in possession of any portion of the Premises beyond the Expiration Date, and nothing contained herein Tenant shall be construed subject not only to constitute Sublessor’s consent summary proceeding and all damages related thereto, but also to any holdover damages arising out of any lost opportunities (and/or new leases) by Landlord to re-let the Premises (or any part thereof). All damages to give Sublessee Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any right with respect theretosummary proceedings against Tenant.

Holdover. If Sublessee fails Subtenant acknowledges that it is critical that Subtenant -------- surrender the Subleased Premises on or before the Expiration Date in accordance with the terms of this Sublease. Accordingly, Subtenant shall indemnify, defend and hold harmless Sublandlord from and against any and all losses, costs, claims, liabilities and damages resulting from Subtenant's failure to surrender the Subleased Premises on the Expiration Date in the condition required under the terms of this Sublease (including, without limitation, any and all liability or any portion thereof at damages sustained by Sublandlord as a result of a holdover of the Subleased Premises by Sublandlord occasioned by the holdover of the Subleased Premises by Subtenant). The foregoing indemnity shall survive the expiration or earlier sooner termination of the Term, then it will be conclusively presumed that the value this Sublease. Subtenant has no right to Sublessee retain possession of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion part thereof upon beyond the expiration Expiration Date or earlier sooner termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for this Sublease. If Subtenant remains in possession of the Subleased Premises as set forth in or any part thereof after the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Expiration Date or sooner termination of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover occupancy shall be deemed to be a tenancy tenancy-at-sufferance at sufferance and not a tenancy at will the Base Rent in effect during the month immediately preceding the expiration or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Termtermination, together with all other sums comprising Rent hereunder, and nothing otherwise subject to all the provisions of this Sublease. Nothing contained herein shall be construed to constitute Sublessor’s as consent by Sublandlord to any holdover holding over by Subtenant or to give Sublessee any right with respect theretoas a limitation of Subtenant's rights and remedies should Subtenant hold over.

Holdover. If Sublessee fails Tenant maintains possession of the Premises for any period after the termination of this Lease ("Holdover Period"), Tenant shall pay to surrender Landlord lease payment(s) during the Subleased Holdover Period at a rate equal to 150% of the most recent rate preceding the Holdover Period. Such holdover shall constitute a month-to-month extension of this Lease. CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law. NON-SUFFICIENT FUNDS. Tenant shall be charged the maximum amount allowable under applicable law for each check that is returned to Landlord for lack of sufficient funds. REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to conduct any construction or remodeling, at Tenant's expense, that may be required to use the Premises as specified above. Tenant may also construct such fixtures on the Premises, at Tenant's expense, that appropriately facilitate its use for such purposes. Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of Landlord, which shall not be unreasonably withheld. At the end of the lease term, Tenant shall be entitled to remove, or any portion thereof at the expiration or earlier termination request of Landlord, shall remove such fixtures, and shall restore the Premises to substantially the same condition of the TermPremises at the commencement of this Lease. ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent, then it will which shall not be conclusively presumed that unreasonably withheld, Landlord shall have the value right to Sublessee of remaining in possessionenter the Premises to make inspections, and provide necessary services, or show the loss that will be suffered by Sublessor as a result thereofunit to prospective buyers, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover periodmortgagees, tenants or workers. ThereforeHowever, if Sublessee (or anyone claiming through Sublessee) ▇▇▇▇▇▇▇▇ does not immediately surrender assume any liability for the Subleased Premises care or any portion thereof upon the expiration or earlier termination supervision of the TermPremises. As provided by law, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Leasecase of an emergency, Landlord may enter the Premises without Tenant's consent. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoDANGEROUS MATERIALS.

Holdover. If Sublessee fails Tenant remains in the Premises after the termination or expiration of the Term, such holding over shall be, except as Landlord may elect pursuant to surrender the Subleased next sentence, as a tenant at sufferance at a monthly fixed rent (“Holdover Rent”) equal to (a) for the first sixty (60) days of such holdover, the greater of one hundred fifty percent (150%) of the Annual Fixed Rent due hereunder for the last month of the Term or one hundred fifty percent (150%) of the rent being obtained by Landlord for comparable space in Phase 2 at the time of the termination or expiration of the Term, and (b) thereafter, the greater of twice the Annual Fixed Rent due hereunder for the last month of the Term or twice the rent being obtained by Landlord for comparable space in Phase 2 at the time of the termination or expiration of the Term, and otherwise subject to all the covenants and conditions (including obligations to pay additional charges under Section 2.6) of this Lease as though it had originally been a monthly tenancy. Notwithstanding the foregoing, if Landlord desires to regain possession of the Premises at any time after the termination or expiration of the Term hereof, Landlord may, at its option, forthwith re-enter and take possession of the Premises or any portion part thereof at without process or by any legal process in force in The Commonwealth of Massachusetts. Notwithstanding the establishment of any holdover tenancy following the expiration or earlier termination of the Term, then it will be conclusively presumed that if Tenant fails promptly to vacate the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee Premises within thirty (or anyone claiming through Sublessee30) does not immediately surrender the Subleased Premises or any portion thereof upon days after the expiration or earlier termination of the Term, then Tenant shall indemnify and hold Landlord harmless from and against any claim, loss, cost or expense (including reasonable attorneys’ fees) arising out of Tenant’s failure promptly to vacate the rent payable by Sublessee shall be increased to two Premises (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding or any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoportion thereof).

Holdover. If Sublessee fails to surrender Tenant or anyone claiming under Tenant shall remain in possession of the Subleased Premises or any portion part thereof at after the expiration or earlier prior termination of the Termterm of this Lease without any agreement in writing between Landlord and Tenant with respect thereto, then it will be conclusively presumed that then, prior to the value to Sublessee acceptance of any payments for rent or use and occupancy by Landlord, the person remaining in possession, and possession shall be deemed a tenant-at-sufferance. Whereas the loss parties hereby acknowledge that will be suffered by Sublessor as a result thereof, far exceed Landlord may need the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon after the expiration or earlier prior termination of the Termterm of the Lease for other tenants and that the damages which Landlord may suffer as the result of Tenant's holding-over cannot be determined as of the date of this Lease, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent event that Tenant so holds over, Tenant shall be computed by Sublessor pay to Landlord in addition to all rental and paid by Sublessee on a monthly basis other charges due and shall be payable on accrued under the first day Lease prior to the date of termination, charges (based upon the fair market rental value of the Premises) for use and occupation of the Premises thereafter and, in addition to such holdover period sums and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s and all other rights and remediesremedies which Landlord may have at law or in equity, including Sublessor’s an additional use and occupancy charge in the amount of one hundred percent (100%) of either the Annual Fixed Rent and other charges calculated (on a daily basis) at the highest rate payable under the terms of this Lease, but measured from the day on which Tenant's hold-over commenced and terminating on the day on which Tenant vacates the Premises or the fair market rental value of the Premises for such period, whichever is greater. Notwithstanding the foregoing, Landlord shall have the right to evict Sublessee and elect to recover all damagesany other damages which Landlord is permitted to recover under this Lease in lieu of said liquidated damages by giving Tenant written notice of such election. Any From and after the date on which Landlord gives Tenant such holdover notice, said liquidated damages shall cease to accrue and Tenant shall be deemed liable to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall Landlord for any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretodamages recoverable under this Lease which accrue thereafter.

Holdover. If Sublessee fails to surrender 14.01 In the event Subtenant shall hold over after the expiration of the Term, the parties hereby agree that Subtenant’s occupancy of the Subleased Premises after the expiration of the Term shall be upon all of the terms set forth in this Sublease except that Subtenant shall pay as a use and occupancy charge for the holdover period an amount equal to the higher of (A) an amount equal to 150% of the pro rata Fixed Rent and 100% of all additional rent payable by Subtenant during the Term; or any (B) an amount equal to the then market rental value for the Subleased Premises. 14.02 Notwithstanding the foregoing, if Subtenant exercise the its option to extend the Term for the Renewal Period and subsequently holds over in all or a portion thereof at of the Subleased Premises after the expiration or earlier termination of the Term, then it will Subtenant acknowledges that Sublandlord may be conclusively presumed that required to pay holdover damages to Landlord, including, without limitation, a holdover rental based on the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent fixed rent and additional rent that would have been payable had under the Term continued during such holdover period. Therefore, if Sublessee Underlying Lease with respect to the entire Premises (or anyone claiming through Sublessee) does and not immediately surrender limited solely to the portion of the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Termoccupied by Subtenant) and indemnity obligations, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises in each case as more particularly set forth in Article 62 of the Prime Lease. Such rent shall be computed Underlying Lease (a copy of which is attached hereto and has been reviewed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTSubtenant) (collectively, MARKED BY BRACKETS“Holdover Damages”), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933and, AS AMENDED. provision of this Subleaseaccordingly, Sublessor’s acceptance of such rent shall not agrees that, in any manner adversely affect Sublessor’s addition to all other rights and remediesremedies of Sublandlord hereunder or at law or in equity (but without duplication), including Sublessor’s right Subtenant shall be liable to evict Sublessee and Sublandlord for all Holdover Damages incurred by Sublandlord to recover all damages. Any Landlord arising solely out of any such holdover by Subtenant. Subtenant shall pay to Sublandlord the Holdover Damages upon ten (10) days written demand, in full without setoff, and no extension or renewal of this Sublease shall be deemed to have occurred by such holding over, nor shall Sublandlord be a tenancy at sufferance precluded by accepting such aggregate sum for use and not a tenancy at will or tenancy occupancy from month exercising all rights and remedies available to monthit to obtain possession of the Subleased Premises. In no event shall any holdover be deemed a permitted extension or renewal the Holdover Damages payable by Subtenant to Sublandlord exceed the amount of damages payable by Sublandlord to Landlord under the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoUnderlying Lease.

Holdover. If Sublessee fails to surrender Tenant (or anyone claiming through Tenant) shall remain in occupancy of the Subleased Premises or any portion part thereof at after the expiration or earlier termination of the Term, then it will be conclusively presumed that then, without limiting Landlord’s other rights and remedies, the value to Sublessee of person remaining in possessionpossession shall be deemed a tenant at sufferance, and Tenant shall thereafter pay to Landlord monthly rent (pro-rated for such portion of any partial month as Tenant shall remain in possession) at a rate equal to 125% for up to the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during first thirty (30) days of such holdover period(and 150% for any holdover period thereafter) of the greater of (a) the Base Rent applicable to the Premises during the last monthly period immediately preceding such expiration or termination or (b) the fair market rent for the Premises (on a so-called “triple net” basis), in each case with all Additional Rent also payable as provided in this Lease. Therefore, if Sublessee (The foregoing provisions shall not serve as permission for Tenant or anyone claiming through Sublessee) does not immediately by, through, or under Tenant to holdover, 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 the right at any time after the expiration or earlier termination of this Lease to enter and possess the Premises and remove all property and persons therefrom or to require Tenant to surrender possession of the Subleased Premises or any portion thereof as provided in this Lease upon the expiration or earlier termination of the Term. If, then within sixty (60) days after the rent payable by Sublessee shall be increased expiration or earlier termination of this Lease, Tenant fails to two (2) times then-applicable base rent for vacate and surrender the Subleased Premises as set forth in required under this Lease, Tenant shall indemnify, defend and hold harmless Landlord from all costs, loss, expense or liability directly and proximately arising from such failure, including, without limitation, claims made by any succeeding tenant and real estate brokers’ claims and attorneys’ fees. If so requested by Tenant by written notice given to Landlord within twelve (12) months prior to the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first last day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises Term (as it may have been vacatedextended), Landlord shall advise Tenant whether all or part of the Premises has been leased with respect to the period following such expiration date. Notwithstanding No acceptance by Landlord of any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Rent during or for any period following the expiration or termination of this Sublease, Sublessor’s acceptance of such rent Lease shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall operate or be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted construed as an extension or renewal of this Lease. The provisions of this Section 14.8 shall survive the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover termination or to give Sublessee any right with respect theretoearlier expiration of this Lease.

Holdover. If Sublessee fails to surrender 16.1 In the Subleased Premises or any portion thereof at event Tenant remains in possession of the Property after the expiration or earlier termination of this Lease (the "Holdover Period"), such holding over shall not be deemed to extend the Term or renew this lease but such holding over shall continue upon the terms, covenants and conditions of this Lease as a tenant at will except that, in addition to any damages to which Landlord may be entitled or other remedies Landlord may have by law, Tenant shall pay to Landlord Base Rent for the first two (2) months of the Holdover Period at the rate of 150% of the Base Rent payable during the last lease year of the Term, then it will be conclusively presumed that plus all items of additional rent and other charges with respect to the value Property payable by Tenant during the Holdover Period prorated on a per diem basis based on the actual number of days of the Holdover Period. For any Holdover Period in excess of two (2) months, Tenant shall pay to Sublessee Landlord Base Rent at the rate of remaining 200% of the Base Rent payable during the last lease year of the Term, plus all items of additional rent and other charges with respect to the Property payable by Tenant during the Holdover Period prorated on a per diem basis based on the actual number of days of the Holdover Period. If the Property is not surrendered upon the Termination Date or prior expiration of the Term, in possessionaddition to the amounts set forth above, Tenant shall indemnify and hold harmless Landlord against any and all costs, losses, expenses and liabilities resulting therefrom, including, without limitation, any claims made by any succeeding tenant and/or real estate broker founded upon such delay, and reasonable attorney's fees. Nothing herein contained shall be deemed to give Tenant any right to remain in possession of the loss that will be suffered by Sublessor as a result thereof, far exceed Property after the Rent and additional rent that would have been payable had expiration of the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately of this Lease and Landlord expressly reserves the right to require Tenant to surrender possession of the Subleased Premises or any portion thereof Building to Landlord as provided in this Lease upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and The sum due to Landlord hereunder shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoby Tenant upon demand.

Holdover. If Sublessee fails to surrender the Subleased Tenant or any person claiming through the Tenant shall retain possession of the Premises or any portion part thereof at after the expiration or earlier termination of the TermTerm and if Landlord shall consent to such continuation of possession, then it will such possession shall be conclusively presumed (unless the parties hereto shall otherwise have agreed in writing) deemed to be under a month-to-month tenancy which shall continue until either party shall notify the other in writing, at least 30 days prior to the end of any calendar month, that the value party giving such notice elects to Sublessee terminate such tenancy at the end of remaining such calendar month, in possessionwhich event such tenancy shall so terminate. Anything contained in the foregoing provisions of this paragraph to the contrary notwithstanding, and the loss that will rental payable with respect to each such monthly period shall be suffered by Sublessor as a result thereof, far exceed 150% of the monthly Base Rent and additional rent that 150% of the monthly Tax Adjustment Amount and of the monthly Expense Adjustment Amount (both calculated in accordance with the provisions of Paragraph 4 hereof) which would have been payable had this Lease been renewed until the end of the calendar year which includes such month on the terms and conditions in effect immediately prior to the expiration or termination of the Term continued during for the first three (3) months of Tenant's holdover and 200% of the monthly Base Rent and 200% of the monthly Tax Adjustment Amount and of the monthly Expense Adjustment Amount (both calculated in accordance with the provisions of Paragraph 4 hereof) which would have been payable had this Lease been renewed until the end of the calendar year which includes each month on the terms and conditions in effect immediately prior to the expiration or termination of the Term for any period after the first three (3) months of Tenant's holdover; and such holdover periodmonth-to-month tenancy with Landlord's consent shall be upon the same terms and subject to the same conditions as those which are set forth in this Lease except as aforesaid. Therefore, if Sublessee (If Tenant or anyone any person claiming through Sublessee) does not immediately surrender Tenant shall retain possession of the Subleased Premises or any portion thereof upon part thereof, after the expiration or earlier termination of the Termterm or of Tenant's right of possession, then the rent payable by Sublessee and if such retention shall be increased without Landlord's consent, Tenant shall pay Landlord (a) for each month or portion thereof during which such possession continues, an amount equal to two the rental to be paid for each month pursuant to the foregoing provisions of this paragraph when such possession is with Landlord's consent, plus all other sums which would have been payable hereunder had the term continued during such retention of possession and (2b) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed all other damages sustained by Sublessor and paid Landlord, whether direct or consequential, by Sublessee on a monthly basis and shall be payable on the first day reason of such holdover period retention of possession. During any such retention of possession without Landlord's consent, all of Tenant's obligations with respect to the use, occupancy and maintenance of the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedshall continue. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The provisions of this Sublease, Sublessor’s acceptance of such rent Paragraph shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be limit or constitute a tenancy waiver of any other rights or remedies of Landlord provided herein or at sufferance law or in equity and not a tenancy at will applicable to unlawful retention of possession or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretootherwise.

Holdover. If Sublessee fails Tenant acknowledges that possession of the Demised Premises must be surrendered to surrender the Subleased Premises or any portion thereof Landlord at the expiration or earlier sooner termination of the Termterm of this lease. Tenant agrees it shall indemnify and save Landlord harmless against all liabilities, then it obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys' fees, resulting from delay by Tenant in so surrendering the Demised Premises, including any claims made by any succeeding tenant founded on such delay. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to surrender possession of the Demised Premises on a timely basis as aforesaid will be conclusively presumed that the value to Sublessee of remaining in possessionextremely substantial, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent amount of fixed rent and additional rent theretofore payable hereunder and will be impossible of accurate measurement. Tenant, therefore, agrees that would have been if possession of the Demised Premises is not surrendered to Landlord on the date of expiration or sooner termination of the term of this lease, then Tenant agrees to pay to Landlord as liquidated damages for each month and for any portion of a month during which Tenant holds over in the Demised Premises after expiration or termination of the term of this lease, a sum equal to 200% of the average fixed rent and additional rent which was payable had per month under this lease during the Term continued during such holdover periodlast three months of the term hereof. Therefore, if Sublessee (Such liquidated damages shall not limit Tenant's indemnification obligation with respect to claims made by any succeeding tenant founded upon Tenant's failure or anyone claiming through Sublessee) does not immediately refusal to surrender the Subleased Premises or any portion thereof upon to Landlord at the expiration or earlier sooner termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision term of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damageslease. Any such holdover Nothing contained herein shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month authorize Tenant to month. In no event shall any holdover be deemed a permitted extension or renewal remain in occupancy of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover Demised Premises after the expiration or to give Sublessee any right with respect theretotermination of the term of this lease.

Holdover. If Sublessee fails to surrender Tenant shall hold possession of the Subleased Premises or any portion thereof at demised premises after the expiration of the term of this Lease or earlier the prior termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possessionthis Lease, and the loss Lease is not renewed or a new lease is not entered into between the parties, the parties hereby agree that will be suffered by Sublessor as a result thereof, far exceed Tenant's occupancy of the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon demised premises after the expiration of the term or earlier prior termination of the Term, then the rent payable by Sublessee this Lease shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on deemed that of a monthly basis and shall be payable trespasser commencing on the first day after the expiration of such holdover period and the first day term or prior termination of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedthis Lease. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover the fact that Tenant shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal trespasser, after the expiration of the Termterm or prior termination of this Lease, Tenant shall continue to be fully responsible for the faithful performance by Tenant of all of the terms set forth in this Lease, except Tenant shall pay on the first day of each month after the expiration or sooner termination of this Lease for use and nothing occupancy of the demised premises an amount equal to the higher of (i) an amount for the first two (2) months of the holdover equal to one and one half (1 1/2) times and thereafter three times the sum of (a) the monthly installment of basic annual rent payable by Tenant during the last year of the original term of this Lease (i.e., the year immediately prior to the holdover period) plus (b) all monthly installments of additional rent payable by Tenant pursuant to the terms of this Lease that would have been billable monthly by Landlord had the term of the Lease not expired; or (ii) an amount equal to the then market rental value of the demised premises as shall be established by Landlord giving notice to Tenant of Landlord's good faith estimate of such market rental value. Tenant shall occupy the demised premises during the holdover period in its "as is" condition as of the expiration of the term or prior termination of this Lease and Landlord shall not be required to perform any work, furnish any materials or make any repairs within the demised premises during the holdover period. Nothing contained herein in this Lease shall be construed as a consent by Landlord to constitute Sublessor’s consent the possession by Tenant of the demised premises beyond the expiration of the term or prior termination of this Lease, and Landlord, upon said expiration of the term or prior termination of this Lease shall be entitled to the benefits of all legal remedies that may now be in force or may hereafter be enacted relating to immediate repossession of the demised premises by Landlord and in addition Landlord shall be entitled to recover any holdover or and all damages, direct and/or consequential, sustained by Landlord (including but not limited to give Sublessee special damages) as a result of Tenant's holdover, which recovery of damages shall be distinguished from and not be offset by any right with respect theretopayment made by Tenant for the use and occupancy of the demised premises.

Holdover. If Sublessee fails to Upon the expiration or other termination of the Term, Subtenant shall quit and surrender the Subleased Premises as provided in the Lease. If Subtenant holds over at the expiration or earlier termination of this Sublease without Sublandlord’s consent, then, in addition to all other rights and remedies of Sublandlord provided by law or by the terms of this Sublease (including, without limitation, by the terms of Section 6.10 of the Lease as incorporated in this Sublease), Subtenant shall pay to Sublandlord, in lieu of the Fixed Rent and Additional Rent under this Sublease, the amounts (“Subtenant’s Holdover Penalty”) Sublandlord is obligated to pay Prime Lessor under Section 6.10 of the Lease. For the avoidance of doubt, if Subtenant holds over without Sublandlord’s consent after expiration or termination of this Sublease, and it is the sole cause of Sublandlord’s hold over liability under Section 6.10 of the Lease, Subtenant shall be responsible for the holdover rental for all of the Prime Leased Premises, including without limitation, the Premises under this Sublease. Notwithstanding the foregoing, if Sublandlord, or anyone claiming by, through or under Sublandlord (other than Subtenant), is holding over in all or any portion thereof of the Prime Leased Premises at the expiration or earlier termination of the TermLease, then it will Subtenant’s Holdover Penalty shall be conclusively presumed that equitably reduced by a portion of the value hold over rental which Sublandlord is obligated to Sublessee pay Prime Lessor under Section 6.10 of remaining in possessionthe Lease, and which portion shall be determined by taking into account the loss that will be suffered area affected by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Thereforeby Sublandlord, if Sublessee (or anyone claiming by, through Sublessee) does not immediately surrender or under Sublandlord (other than Subtenant). Subtenant’s obligations under this Section 12 shall survive the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails (i) Tenant shall have the right to surrender holdover possession of the Subleased Premises or any portion thereof after the expiration of this Lease on a month-to-month basis for a period of up to six (6) months provided that Tenant obtains the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. During the first three (3) months of such a holdover period, Tenant shall pay all of Base Rent, Operating Cost Share Rent and Tax Share Rent at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value rate in effect immediately prior to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on for each full or partial month Tenant remains in possession. During the first day subsequent three (3) months of such holdover Tenant shall pay Base Rent at 150% of the rate in effect immediately prior to the commencement of such holdover computed on a monthly basis for each full or partial month Tenant remains in possession and shall continue to pay Operating Cost Share Rent and Tax Share Rent at the then-current rate. For any holdover by Tenant beyond the permitted six (6) month period, Tenant shall pay in addition to the other Rent, 200% of the Base Rent rate in effect immediately prior to the commencement of such holdover computed on a monthly basis for each full or partial month Tenant remains in all or part of the Premises plus all of Landlord’s direct and consequential damages (consequential damages may only be proven by the existence of a signed lease by a new tenant for the Premises whose lease was adversely impacted by Tenant’s holdover) resulting from Tenant’s holdover. (ii) Tenant shall also have the option, without being obligated to first obtain the written consent of Landlord, to holdover for a fixed period and of six (6) months after the first day Expiration Date, as may have been extended, provided that Tenant provides notice to Landlord of each calendar month thereafter during such election no later than nine (9) months prior to the Expiration Date, as such date may have been extended. During such holdover period until Tenant shall pay Base Rent at 150% of the Subleased Premises have been vacatedrate in effect immediately prior to the commencement of such holdover computed on a monthly basis for each full or partial month Tenant remains in possession and shall continue to pay Operating Cost Share Rent and Tax Share Rent at the then-current rate. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTFollowing the initial permitted holdover period discussed herein, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, SublessorLandlord’s acceptance of such rent Rent or other payments from Tenant under these holdover provisions shall not operate as a waiver of Landlord’s right, subsequent to the initial permitted holdover period, to regain possession or any other of Landlord’s remedies. For any holdover by Tenant beyond the permitted six (6) month period, Tenant shall pay, in any manner adversely affect Sublessor’s addition to the other rights and remediesRent, including Sublessor’s right 200% of the Base Rent rate in effect immediately prior to evict Sublessee and to recover all damages. Any the commencement of such holdover shall be deemed to be computed on a tenancy at sufferance and not a tenancy at will monthly basis for each full or tenancy from partial month to month. In no event shall any holdover be deemed a permitted extension or renewal Tenant remains in possession of the Term, Premises plus all of Landlord’s direct and nothing contained herein shall consequential damages (consequential damages may only be construed to constitute Sublessorproven by the existence of a signed lease by a new tenant for the Premises whose lease was adversely impacted by Tenant’s consent to any holdover or to give Sublessee any right with respect theretoholdover) resulting from Tenant’s holdover.

Holdover. If Sublessee fails In the event Tenant holds over after the Expiration Date (which, for purposes hereof, shall mean that Tenant failed to properly surrender the Premises to Landlord as of such date) with or without the express or implied consent of Landlord, such tenancy shall be from month-tomonth only and terminable by either party upon thirty (30) days notice. In no event shall such holdover be construed to be a renewal of this Lease. Tenant shall pay the Rent equal to Two Hundred percent (200%) of the Rent payable during the last month of the Lease Term, and shall comply with all other terms, covenants and conditions hereof. Nothing contained in this Article 23.2 shall be construed as consent by Landlord for any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender the Subleased possession of the Premises or any portion thereof at the to Landlord as provided in this Lease upon expiration or earlier termination of this Lease. The provisions of this Article 23.2 shall not be deemed to limit or constitute a wavier of any other rights or remedies of Landlord provided herein or at law. Tenant acknowledges that in the Termevent Tenant holds over without the express consent of Landlord for any reason whatsoever, then it will Tenant shall be conclusively presumed that the value to Sublessee of remaining in possession, liable for any and the loss that will be all damages suffered by Sublessor Landlord as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover periodincluding, but not limited to, loss of rental income due to Landlord’s inability to enter into a new lease with a prospective tenant. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately Tenant fails to surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination Expiration Date, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorney’s fees) and liability resulting from such failure, including, without limiting the generality of the Termforegoing, then the rent payable any claims made by Sublessee shall be increased any succeeding tenant founded upon such failure to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed surrender, and any losses suffered by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remediesLandlord, including Sublessor’s right lost profits, resulting from such failure to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretosurrender.

Holdover. If Sublessee fails to surrender Tenant retains possession of the Subleased Premises or any portion part thereof at after the expiration or earlier termination of the TermTerm or any extension thereof, then it will by lapse of time or otherwise without Landlord's prior written consent, which consent shall not be conclusively presumed unreasonably withheld. Tenant shall become a tenant from month-to-month only upon each and all of the terms herein provided as may be applicable to such month-to-month tenancy and any such holdover shall not constitute an extension of this Lease; provided, however, that the value to Sublessee of remaining in possessionduring such holding over, Tenant shall pay Base Rent, Operating Cost Share Rent, and Tax Share Rent at (a) one and one- half times the loss that will be suffered by Sublessor as a result rate payable for the fiscal year, or portion thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Thereforeimmediately preceding said holding over, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis for the time Tenant thus remains in possession for the first two months that Tenant holds over and (b) Tenant shall be pay Base Rent, Operating Cost Share Rent and Tax Share Rent at double the rate payable for the fiscal year, or portion thereof, immediately preceding said holding over, computed on a monthly basis for the time Tenant thus remains in possession thereafter, and, in addition, Tenant shall pay Landlord all damages, consequential as well as direct, sustained by reason of Tenant's holding over. Alternatively, if Tenant retains possession of the Premises or any part thereof for more than 60 days after the termination of the Term or any extension thereof, by lapse of time or otherwise, at the election of Landlord expressed in a written notice to Tenant and not otherwise, such retention of possession shall constitute a renewal of this Lease for one (1) year; provided, however, for the period commencing on the first 61st day following the termination of such holdover period the Term or any extension thereof, that Tenant shall pay Base Rent in an amount equal to the greater of 150% of the rate payable for the immediately preceding fiscal year, or portion thereof or 125% of the then current market rate as determined by Landlord, and Tenant shall continue to make all other payments required under this Lease, including, without limitation, Operating Cost Share Rent and Tax Share Rent. Neither the first day acceptance of each calendar month thereafter during such holdover period until Rent by the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTLandlord after termination, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision nor the provisions of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein Section: (i) shall be construed as, or operate as, a renewal or as a waiver of Landlord's right of re-entry or right to constitute Sublessor’s consent to regain possession by actions at law or in equity or by any holdover other right or to give Sublessee remedy hereunder, or (ii) shall be construed as, or operate as, a waiver of any other right with respect theretoor remedy of Landlord.

Holdover. If Sublessee Subtenant fails to surrender the Subleased Premises in accordance with the terms and conditions of this Sublease on or before the Expiration Date or earlier termination of this Sublease, such tenancy shall be from month-to-month only (if with Sublandlord’s written consent), or a tenancy at sufferance (if without Sublandlord’s written consent) and, in either case, at a rental rate that is one hundred twenty-five percent (125%) of the monthly Rent payable under this Sublease immediately prior to termination or expiration of this Sublease for the first month of hold-over and thereafter at a rate of one hundred fifty percent (150%) of the monthly Rent payable under this Sublease immediately prior to termination or expiration of this Sublease, and Sublandlord’s acceptance of hold-over Rent shall not constitute a renewal or extension of this Sublease. Notwithstanding any portion thereof provision to the contrary contained in this Sublease, (i) Sublandlord expressly reserves the right to require Subtenant to surrender possession of the Subleased Premises upon the expiration of the Sublease Term or upon the earlier termination hereof and the right to assert any remedy at law or in equity to evict Subtenant or collect damages in connection with any such holding over without Sublandlord’s prior written consent, and (ii) Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any and all Claims incurred or suffered by Sublandlord by reason of Subtenant’s failure to surrender the Subleased Premises on the expiration or earlier termination of this Sublease in accordance with the Termprovisions of this Sublease, then it will be conclusively presumed that including without limitation one hundred percent (100%) of all holdover rent and other costs chargeable to Sublandlord pursuant to the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor Master Lease as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover periodof Subtenant’s holdover. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon The provisions of this Section 23 shall survive the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails Tenant acknowledges that possession of the Demised Premises must be surrendered to Landlord on the Expiration Date or the date of sooner termination of this lease. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Demised Premises will be extremely substantial, will exceed the amount of the monthly installments of the fixed rent and additional rent payable hereunder and will be impossible to accurately measure. Tenant agrees that if possession of the Demised Premises is not surrendered to Landlord on or before thirty (30) days after the Expiration Date (or sooner termination of this lease) in the condition required under this lease and otherwise in accordance with the terms hereof, in addition to any other rights or remedies Landlord may have hereunder or at law, and without in any manner limiting Landlord's right to demonstrate and collect any damages suffered by Landlord, Tenant hereby indemnifies Landlord against liability arising from Tenant's failure to surrender the Subleased Demised Premises as provided herein, including any claims made by any succeeding tenant or prospective tenant founded upon delay in obtaining possession of the Demised Premises and Tenant shall pay to Landlord on account of use and occupancy of the Demised Premises for each month and for each portion of any portion thereof at month during which Tenant holds over in the expiration Demised Premises after the Expiration Date (or earlier sooner termination of this lease) a sum equal to (a) during the first thirty (30) days of such holdover, one hundred fifty (150%) percent of the fixed rent that was payable under this lease during the last month of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and plus all additional rent that would have been which was payable had under this lease during the Term continued last month of the Term; and (b) thereafter, two hundred (200%) percent of the fixed rent which was payable under this lease during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination last month of the Term, then plus all additional rent which was payable under this lease during the rent payable by Sublessee last month of the Term. Nothing herein contained shall be increased deemed to two permit Tenant to retain possession of the Demised Premises after the Expiration Date (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision or sooner termination of this Sublease, Sublessor’s acceptance of such rent shall not lease) or to limit in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s Landlord's right to evict Sublessee regain possession of the Demised Premises through summary proceedings, or otherwise, and to recover all damages. Any such holdover no acceptance by Landlord of payments from Tenant after the Expiration Date shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal other than on account of the Term, and nothing contained herein amount to be paid by Tenant in accordance with the provisions of this Section. The provisions of this Article shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretosurvive the Expiration Date.

Holdover. If Sublessee fails to surrender Tenant (or anyone claiming through Tenant) shall remain in occupancy of the Subleased Premises or any portion part thereof at after the expiration or earlier termination of the TermTerm (without a written agreement therefor executed and delivered by Landlord), then it will be conclusively presumed that then, without limiting Landlord’s other rights and remedies, the value to Sublessee of person remaining in possessionpossession shall be deemed a tenant at sufferance, and Tenant shall thereafter pay to Landlord monthly rent (pro-rated for such portion of any partial month as Tenant shall remain in possession) at a rate equal to 125% for up to the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during first thirty (30) days of such holdover period(and 150% for any holdover period thereafter) of the greater of (a) the Base Rent applicable to the Premises during the last monthly period immediately preceding such expiration or termination or (b) the fair market rent for the Premises (on a so-called “triple net” basis), in each case with all Additional Rent also payable as provided in this Lease. Therefore, if Sublessee (The foregoing provisions shall not serve as permission for Tenant or anyone claiming through Sublessee) does not immediately by, through, or under Tenant to holdover, 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 the right at any time after the expiration or earlier termination of this Lease to enter and possess the Premises and remove all property and persons therefrom or to require Tenant to surrender possession of the Subleased Premises or any portion thereof as provided in this Lease upon the expiration or earlier termination of the Term. If, then within forty (45) days after the rent payable by Sublessee shall be increased expiration or earlier termination of this Lease, Tenant fails to two (2) times then-applicable base rent for vacate and surrender the Subleased Premises as set forth in required under this Lease, Tenant shall indemnify, defend and hold harmless Landlord from all costs, loss, expense or liability arising from such failure, including, without limitation, claims made by any succeeding tenant and real estate brokers’ claims and attorneys’ fees. No acceptance by Landlord of any Rent during or for any period following the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision expiration or termination of this Sublease, Sublessor’s acceptance of such rent Lease shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall operate or be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted construed as an extension or renewal of this Lease. The provisions of this Section 14.8 shall survive the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover termination or to give Sublessee any right with respect theretoearlier expiration of this Lease.

Holdover. If Sublessee fails Tenant with Landlord’s consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent computed on a per month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, in an amount equal to the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will be conclusively presumed without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that the value to Sublessee Base Rent shall be one hundred fifty percent (150%) of remaining the Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. In any such case of Holdover without the consent of Landlord, the monthly Base Rent shall be computed on a per month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, and the loss that will be suffered . Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the TermTerm shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this ¶27 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 law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, then the rent payable by Sublessee Tenant shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor indemnify and paid by Sublessee on a monthly basis and shall be payable on the first day hold Landlord harmless from all loss or liability arising out of such holdover period and the first day of each calendar month thereafter during failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such holdover period until the Subleased Premises have been vacatedfailure to surrender. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein ¶27 shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. 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 Lease. The provisions of this ¶27 shall not be considered to give Sublessee limit or constitute a waiver of any right with respect theretoother rights or remedies of Landlord provided in this Lease or at law.

Holdover. If Sublessee Notwithstanding anything to the contrary contained in the Lease, if Subtenant fails to surrender the Subleased Sublease Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the termination or expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance with or without the express or implied consent of Sublandlord, Subtenant shall pay rent during such rent shall not tenancy at a monthly rate equal to the greater of (i) the amount which Landlord requires Sublandlord to pay with respect to the Premises during such tenancy pursuant to the Lease, or (ii) one hundred fifty percent (150%) of the Basic Rent and Additional Rent applicable under this Sublease during the last period of the Term and, in addition to any manner adversely affect Sublessor’s and all other liabilities of Subtenant to Sublandlord accruing therefrom and any and all other rights and remediesremedies of Sublandlord provided herein, at law, or in equity, Subtenant shall protect, defend, indemnify and hold Sublandlord harmless from all loss, cost (including reasonable attorneys’ fees) and liability resulting from such failure to surrender the Premises within thirty (30) days following the Expiration Date (except for any liability of Sublandlord to Landlord for which there will be no thirty (30) day grace period), including, without limiting the generality of the foregoing, any claims made by any succeeding tenant, or Sublandlord itself, founded upon such failure to surrender, and any losses suffered by Sublandlord (where Subtenant caused Sublandlord to default under any of the Sublandlord’s obligations) or Landlord, including Sublessor’s right loss profits. Notwithstanding the foregoing or anything to evict Sublessee the contrary herein, Subtenant acknowledges that it is responsible for removing all alterations to the Sublease Premises made by Subtenant and required, pursuant to recover all damages. Any such holdover shall be deemed the terms of the Lease, to be a tenancy removed at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal the end of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails to surrender In the Subleased event Tenant remains in possession of the Premises after the Expiration Date or any portion thereof at the expiration or earlier sooner termination of this Lease and without the Termexecution of a new lease, then it Tenant shall be deemed a Tenant at will from month to month, subject to all the conditions of this Lease except for the provision regarding the payment of Minimum Base Rent and all additional rent. The parties recognize and agree that the damage to Landlord resulting from any failure by T▇▇▇▇▇ to timely surrender possession of the Premises may be substantial, likely would exceed the amount of the monthly installments of the Minimum Base Rent and all additional rent payable under this Lease, and will be conclusively presumed impossible to measure accurately. Tenant therefore agrees that if possession of the value Premises is not surrendered to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof Landlord upon the expiration date or earlier sooner termination of this Lease, in addition to any other rights or remedies Landlord may have under this Lease or at law, Tenant shall pay to Landlord, without demand therefor as liquidated damages, for each month and for each portion of any month during which Tenant holds over in the TermPremises after the expiration date or sooner termination of this Lease, then the rent payable by Sublessee shall be increased a sum equal to two (2) times then-applicable base the aggregate of that portion of the Minimum Base Rent and all additional rent for that was payable under this Lease during the Subleased Premises as set forth in last month of the Prime LeaseLease Term. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Nothing herein contained shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month permit Tenant to month. In no event shall any holdover be deemed a permitted extension or renewal retain possession of the TermPremises after the expiration date or sooner termination of this Lease. Tenant shall defend, indemnify, and nothing contained herein hold Landlord harmless from any and all liabilities, loss, cost and expense of every kind suffered by Landlord as a result of T▇▇▇▇▇'s holding over. The provisions of this paragraph shall be construed to constitute Sublessor’s consent to any holdover survive the expiration date or to give Sublessee any right with respect theretosooner termination of this Lease.

Holdover. If Sublessee fails vacant and exclusive possession of the Premises is not surrendered to surrender Landlord on the Subleased Premises Expiration Date, then Tenant shall pay to Landlord on account of use and occupancy of the Premises, for each month (or any portion thereof at thereof) during which Tenant (or a Person claiming by, through or under Tenant) holds over in the expiration or earlier termination Premises after the Expiration Date, an amount equal to one hundred fifty percent (150%) of the aggregate Rental that was payable under this Lease during the last month of the Term, then it will be conclusively presumed except that Tenant shall pay an amount equal to two hundred percent (200%) of the value to Sublessee aggregate Rental that was payable under this Lease during the last month of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during for the period commencing on the sixty-first (61st) day of such holdover period. ThereforeLandlord's right to collect such amount from Tenant for use and occupancy shall be in addition to any other rights or remedies that Landlord may have hereunder or at law or in equity (including, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination without limitation, Landlord's right to recover Landlord's damages from Tenant that derive from vacant and exclusive possession of the Term, then the rent payable by Sublessee shall be increased Premises not being surrendered to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable Landlord on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTExpiration Date); provided, MARKED BY BRACKETShowever, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent that Landlord shall not have the right to recover such damages unless Tenant's holdover extends for more than sixty (60) days after the Expiration Date. Nothing contained in this Section 27.2 shall permit Tenant to retain possession of the Premises after the Expiration Date or limit in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s Landlord's right to evict Sublessee and to recover all damagesregain possession of the Premises, through summary proceedings or otherwise. Any such holdover Landlord's acceptance of any payments from Tenant after the Expiration Date shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal on account of the Term, and nothing contained herein shall amount to be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right paid by Tenant in accordance with respect theretothe provisions of this Article 27.

Holdover. If Sublessee fails to surrender (a) In the Subleased Premises event this lease is not renewed or any portion thereof at extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant's occupancy of the Premises or any portion thereof upon after the expiration or earlier termination of the Term, then the rent payable by Sublessee term shall be increased to two (2) times thenunder a month-applicable base rent for to-month tenancy commencing on the Subleased Premises as first day after the expiration of the term, which tenancy shall be upon all of the terms set forth in the Prime Lease. Such rent this Lease except for Article 3 and except that Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of such each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying (x) the greater of (i) one-twelfth of the sum of the Fixed Rent and Additional Charges under Article 3 payable by Tenant during the last year of the term of this lease (i.e., the year immediately prior to the holdover period) or (ii) an amount equal to the then market rental value for the Premises, taking into account all relevant factors, by (y) one hundred twenty-five (125%) percent for the first three months of such month-to-month tenancy, one hundred fifty (150%) percent for the next three months of such month-to-month tenancy, and two hundred (200%) percent thereafter. Tenant may dispute such market rental value for the Premises as estimated by Landlord by giving notice to Landlord within but in no event after thirty (30) days after the giving of Landlord's notice to Tenant (as to the giving of which notice to Landlord, time shall be deemed of the essence). Enclosed with such notice, Tenant shall be required to furnish to Landlord a certified opinion of a reputable New York licensed real estate broker having leasing experience in the Borough of Manhattan, for a period of not less than ten (10) years setting forth said broker's good faith opinion of the market rental value of the Premises. If Tenant and Landlord are unable to resolve any such dispute as to the market rental value for the Premises then an independent arbitrator who shall be a real estate broker of similar qualifications and shall be selected from a listing of not less than three (3) brokers furnished by the Manhattan office of the American Arbitration Association to Tenant and Landlord (at the request of either Landlord or Tenant). If Landlord and Tenant are unable to agree upon the selection of the individual arbitrator from such listing, then the first arbitrator so listed by the Manhattan office of the American Arbitration Association shall be conclusively presumed to have been selected by both Landlord and Tenant and the first day decision of each calendar month thereafter such arbitrator shall be conclusive and binding upon the parties as to the market rental value for the Premises. Pending the determination of the market rental value of the Premises upon the expiration of the term of this lease, Tenant shall pay to Landlord as Fixed Rent an amount computed in accordance with clause (i) or (ii) of this Section 37.01(a)1. (as Landlord shall then elect), and upon determination of the market rental value of the Premises in accordance with the preceding provisions hereof appropriate adjustments and payments shall be effected. In the event that Landlord shall have elected to charge Tenant Fixed Rent in an amount computed in accordance with clause (ii) of this Section 37.01(a)1., then that portion of such Fixed Rent (herein called the "Holdover Stub Amount") that is the difference between (x) the Fixed Rent computed in accordance with clause (ii) of this Section 37.01(a)1. and (y) the greater of (1) the Fixed Rent computed in accordance with clause (i) of this Section 37.01(a)1. and (2) the Fixed Rent computed in accordance with the certified opinion of a reputable New York licensed real estate broker submitted by Tenant in accordance with the foregoing, shall be held in escrow by a reputable law firm designated by Landlord pending the determination of the market rental value of the Premises in accordance with the preceding provisions hereof, and any interest earned on such Holdover Stub Amount shall be added to and follow that portion of the Holdover Stub Amount that is paid to Landlord and/or Tenant in accordance with the decision of the arbitrator making such determination. Further, Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during such the holdover period. If Tenant shall hold-over or remain in possession of any portion of the Premises beyond the Expiration Date, Tenant shall be subject to holdover or summary eviction proceedings and, it is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original term or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the charge for use and occupancy of the Premises during any holdover period until shall be calculated in the Subleased Premises have been vacated. same manner as set forth above. (b) Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTanything to the contrary contained in this lease, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s the acceptance of such any rent paid by Tenant pursuant to Section 37.01(a) above shall not in any manner adversely affect Sublessor’s other rights preclude Landlord from commencing and remediesprosecuting a holdover or summary eviction proceeding, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover the preceding sentence shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal an "agreement expressly providing otherwise" within the meaning of Section 223-c of the TermReal Property Law of the State of New York. (c) Except for amounts due under Section 37.01(a), Tenant shall have no liability for any damages or otherwise on account of Tenant's holding over or retaining possession beyond the expiration or sooner termination of this lease (including damages arising out of any new leases or lost opportunities by Landlord to re-let the Premises); provided, however, that if Landlord shall (i) enter into one or more leases for all or any portion of the Premises which either (A) is for a term that is scheduled to commence within six (6) months after the Expiration Date of this lease (or within six (6) months after the giving to Tenant of a Qualifying Lease Notice, as such term is hereinafter defined, if such lease(s) is entered into by Landlord after the Expiration Date) or (B) is for a term that is scheduled to commence within twelve (12) months after the Expiration Date of this lease (or within twelve (12) months after the giving to Tenant of a Qualifying Lease Notice, if such lease(s) is entered into by Landlord after the Expiration Date) and nothing which requires Landlord to perform any demolition, tenant improvement work or any other work as a precondition to the commencement of such term (any such lease is herein called a "Qualifying Lease"), and (ii) give Tenant written notice thereof (the "Qualifying Lease Notice") (which Qualifying Lease Notice may be given at any time prior to or following the Expiration Date and shall describe the premises leased pursuant to such Qualifying Lease, then the limitations on Tenant's liability contained herein in this Section 37.01(c) shall not be construed to constitute Sublessor’s consent applicable to any holdover damage sustained by Landlord by reason of Tenant's holding over in all or any portion of the premises covered by such Qualifying Lease beyond the 120th day following the later of (i) the Expiration Date or (ii) the date on which Landlord shall have given such Qualifying Lease Notice to give Sublessee Tenant. If and to the extent that Landlord is entitled to recover damages from Tenant as aforesaid, the same may be the subject of a separate action and need not be asserted by Landlord in any right with respect theretosummary proceedings against Tenant.

Holdover. If Sublessee In the event that Tenant's ability to relocate its business operations from the Premises to its intended replacement premises is delayed beyond the Termination Date, the terms and conditions of holding over set forth in Article 5 of the Original Lease shall survive the Termination Date as modified herein: (a) provided that such holdover tenancy does not exceed 30 days following the Termination Date, (i) the Basic Rental payable by Tenant pursuant to such holdover tenancy shall accrue on a per diem basis, payable in arrears (with such amount due ten (10) days following the date on which Tenant surrenders the Premises to Landlord in the condition required by Paragraph 3 of this Agreement), in the amount required under Article 5 of the Original Lease for each day from the Termination Date until that date on which Tenant surrenders the Premises to Landlord in the condition required by Paragraph 3 of this Agreement, in addition to, and not in lieu of, a per diem payment of Additional Rent (as 1/30th of the amount required to be paid by Tenant under the Lease for the month of October 2016, including but not limited to Tenant's Proportionate Share of any increase in Direct Costs) and (ii) Tenant's indemnification obligations under Article 5 of the Original Lease shall be satisfied by Tenant's payment of the holdover rate as described in clause (i) above, provided that Landlord is permitted to have reasonable access to the Premises following the Termination Date (subject to Tenant's reasonable security requirements) and Tenant reasonably cooperates with Landlord's staging of construction materials and equipment in the Premises and other actions reasonably required to expedite the commencement of Landlord's work in the Premises following Tenant's surrender thereof, and (b) if Tenant fails to satisfy the access requirements of clause (a)(ii) of this Paragraph 2, or if such holdover tenancy exceeds 30 days following the Termination Date, then for any such period of Tenant's holdover tenancy the terms and conditions of Article 5 of the Original Lease shall be applicable as in effect prior to the Termination Date, without modification by the terms and conditions of this Paragraph 2. Nothing contained in this Paragraph 2 shall be construed as consent by Landlord to any holding over of the Premises by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Subleased Premises or any portion thereof at to Landlord as provided in this Lease upon the expiration or earlier termination of the Term, then it will be conclusively presumed that the value Lease pursuant to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoParagraph 1 above.

Holdover. (a) If Sublessee fails to surrender the Subleased Premises or any portion thereof at Tenant shall hold over after the expiration or earlier sooner termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis Lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant’s occupancy of the Premises or any portion thereof upon after the expiration or earlier sooner termination of the Termterm shall be under a month-to-month tenancy commencing on the first day after the expiration or sooner termination of the term, then which tenancy shall be upon all of the rent terms set forth in this Lease except that Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to one and one-half (1 ½) times one-twelfth of the sum of the Fixed Rent and Additional Charges payable by Sublessee shall be increased to Tenant during the last year of the term of this Lease for the first sixty (60) days Tenant holds over and thereafter two (2) times then-applicable base rent such sum. It is stipulated and agreed that Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. It is further stipulated and agreed that if Landlord shall, at any time after the expiration or sooner termination of the term, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the Subleased use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth in above. In addition to the Prime Lease. Such rent foregoing, Landlord shall be computed by Sublessor and entitled to recover from Tenant any losses or damages arising from such holdover. (b) Anything to the contrary notwithstanding, the acceptance of any rent paid by Sublessee on Tenant pursuant to Article 40(a) above shall not preclude Landlord from commencing and prosecuting a monthly basis and shall be payable on the first day of such holdover period or summary eviction proceeding, and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover preceding sentence shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal an “agreement expressly providing otherwise” within the meaning of Section 232-c of the TermReal Property Law of the State of New York (c) If Tenant shall hold-over or remain in possession of any portion of the Premises for more than forty five (45) days beyond the Expiration Date, and nothing contained herein Tenant shall be construed subject not only to constitute Sublessor’s consent summary proceeding and all damages related thereto, but also to any holdover damages arising out of any lost opportunities (and/or new leases) by Landlord to re-let the Premises (or any part thereof). All damages to give Sublessee Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any right with respect theretosummary proceedings against Tenant.

Holdover. If Sublessee fails to surrender the Subleased Premises or Tenant remains in possession of any portion thereof of the Premises after the termnation of this Lease without the execution of a new lease, the parties recognize and agree that the damage to Landlord will be substantial, will exceed the amount of monthly Base Rent, Additional Rent and Other Charges theretofore payable hereunder and will be impossible to measure accurately. Tenant, at the expiration or earlier termination option of the TermLandlord, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be occupying the entire Premises as a tenancy at sufferance and not a tenancy at will or tenancy tenant from month to month. In no event shall any holdover be deemed , at a permitted extension or renewal monthly rental equal to one hundred fifty (150%) percent of the Base Rent, Additional Rent and Other Charges payable during the last month of the Term, subject to all of the other terms of this Lease insofar as the same are applicable to a month-to-month tenancy. Further, Tenant hereby indemnifies landlord against liability resulting from delay by Tenant in so surrendering the Premises, including (a) any claims made by any succeeding tenant or prospective tenant founded upon such delay, (b) any payment or rent concesson which Landlord may be required to make to any succeeding or prospective tenant for all or any part of the Premises in orde to induce such tenant not to terminate its lease or its negotation therfor by reason of Tenant's delay in so surrendering the Premises and nothing (c) any loss suffered if a succeeding or prospective tenant shall terminate its lease or not proceed to execute and deliver its lease by reason of Tenant's delay in so surrendering the Premises. Nothing herein contained herein shall be construed deemed to constitute Sublessor’s consent permit Tenant to any holdover remain in possession of the Premises after the expiration or to give Sublessee any right with respect theretosooner termination of the term of this Lease.

Holdover. If Sublessee fails Tenant with Landlord’s consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease pursuant to ¶17. or ¶18., such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent computed on a per-month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, in an amount equal to one hundred fifty percent (150%) of the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will be conclusively presumed without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that the value to Sublessee Base Rent shall be one hundred fifty percent (150%) of remaining the Base Rent that was in possessioneffect for the last full calendar month immediately preceding expiration of the Term for the first thirty (30) days of such holdover, and two hundred percent (200%) of such Base Rent thereafter during the loss that will be suffered pendency of such holdover. Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the TermTerm shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this ¶27 are in addition to and do not affect Landlord’s right of reentry or any rights of Landlord hereunder or as otherwise provided by law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, then the rent payable by Sublessee Tenant shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor indemnify and paid by Sublessee on a monthly basis and shall be payable on the first day hold Landlord harmless from all loss or liability arising out of such holdover period and the first day of each calendar month thereafter during failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such holdover period until the Subleased Premises have been vacatedfailure to surrender. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein ¶27 shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. 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 lease. The provisions of this ¶27 shall not be considered to give Sublessee any right with respect thereto.limit or constitute a waiver of

Holdover. If Sublessee fails to surrender (a) In the Subleased event that Tenant holds over and remains in possession of the Premises or any portion thereof at after the expiration or earlier termination of the Term, then it will this Lease shall be conclusively presumed extended automatically for an additional term of one year (each such one year term, a "Holdover Term") on the same terms and conditions as contained in this Lease, except as provided otherwise in this Section 16.2. Annual Base Rent for each Holdover Term (the "New Base Rent"), shall be (I) the amount of Base Rent payable at the end of the immediately preceding Term, which shall be subject to adjustment in accordance with same formula and at the same intervals as provided for such preceding Term, or (ii) if Landlord determines, in its reasonable judgment, that such amount is not consistent with fair market value, the amount equal to the fair market rental value of the Premises, on an annual basis. Such fair market rental value shall be determined by Landlord based on a survey of rental rates being charged in the market area which encompasses the Building for space comparable to Sublessee the Premises (taking into account the quality, age, floor level, quality of remaining in possessiontenant improvements provided and other relevant factors) and assuming lease terms which allocate responsibility for taxes, insurance and other costs of operating, maintaining and repairing the Building and the loss that will Premises in the same manner as this Lease. Subject to Tenant's right to terminate this Lease during a Holdover Term provided in Section 16,2(c), Landlord's determination of such New Base Rent shall be suffered by Sublessor incontestably binding on Tenant. (b) Landlord shall notify Tenant in writing of the New Base Rent for the Premises as promptly as reasonably possible after the commencement of a result thereofHoldover Term. Until such notice is received, far exceed Tenant shall continue to pay Base Rent at the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not rate in effect immediately surrender the Subleased Premises or any portion thereof upon prior to the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime preceding Term of this Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable Beginning on the first day of the next month after Tenant receives Landlord's notice and thereafter for the remainder of the Holdover Term, Tenant shall pay New Base Rent in equal monthly installments and such holdover period and the first day of each calendar payment shall also include an additional sum representing a retroactive adjustment with respect to any month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance or months of such Holdover Term for which Base Rent had been paid In the amount in effect for the preceding Term, so that Landlord shall have received rent for such months at the rate of the New Base Rent. (c) Notwithstanding anything to contrary set forth in Section 16.2(a), either Landlord or Tenant may terminate this Lease at any time during a Holdover Term by giving the other party not less than 30 days advance written notice, and on or before the effective date of such termination Tenant shall have vacated and surrendered the Premises and both parties shall be released of all liabilities arising or accruing under this Lease following the effective date of such termination and surrender of the Premises to Landlord in the manner provided in Section 16,1; provided that if this Lease is terminated during a Holdover Term, Landlord and Tenant shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right enter into a new lease for the Premises prior to evict Sublessee and to recover all damages. Any one year after commencement of such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Holdover Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails to surrender In the event Subtenant or anyone claiming by, through or under Subtenant is in possession of the Subleased Premises after the expiration or earlier termination of this Sublease, then Subtenant, at Sublandlord’s option, shall be deemed to be occupying the Subleased Premises at sufferance at a Monthly Base Rent equal to one hundred fifty percent (150%) of the Monthly Base Rent in effect prior to expiration or termination, and shall otherwise remain subject to all of the conditions, provisions and obligations of this Sublease insofar as the same are applicable to a tenancy at sufferance, including, without limitation, the payment of all Additional Rent and all other amounts due from Subtenant to Sublandlord hereunder. No holding over by Subtenant after the expiration or termination of this Sublease shall be construed to extend or renew the Term or Extension Term, as the case may be, or in any portion thereof at other manner be construed as permission by Sublandlord to holdover. Subtenant shall indemnify and hold Sublandlord harmless from and against any and all damages (actual, consequential or otherwise), losses, costs and expenses, including reasonable attorneys’ fees, and including, without limitation, any holdover rent, additional rent, penalties and damages under the ▇▇▇▇▇▇▇▇▇ arising out of a holdover under this Sublease, incurred by Sublandlord arising out of or in any way attributable to such holding over and/or failure to surrender and deliver the Subleased Premises in the condition required by this Sublease on the expiration or earlier termination of the TermTerm of this Sublease; provided, then it will Subtenant shall not be conclusively presumed that the value to Sublessee of remaining in possessionliable for consequential, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during indirect or special damages unless such holdover periodcontinues for more than thirty (30) days. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or Nothing contained herein shall be construed as consent by Sublandlord to any portion thereof upon holding over. Subtenant’s obligations hereunder shall survive the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails (a) The parties recognize that, in the case of an Early Termination, the damage to Landlord resulting from any failure by Tenant to timely surrender the Subleased Premises or any portion thereof at the expiration or earlier termination possession of the Term, then it Leased Premises will be conclusively presumed that substantial, will exceed the value to Sublessee amount of remaining in possessionthe monthly installments of the Base Rent payable hereunder, and the loss that will be suffered by Sublessor impossible to measure accurately. Tenant therefore agrees that if possession of the Leased Premises is not surrendered to Landlord in the event of Early Termination of the Agreement, in addition to any other rights or remedies Landlord may have hereunder or at law, Tenant shall pay to Landlord, as liquidated damages, for each month and for each portion of any month during which Tenant holds over in the Leased Premises after such Early Termination of the Agreement, a result thereof, far exceed sum equal to one hundred fifty percent (150%) of the aggregate of that portion of the Base Rent and additional rent (plus actual Additional Rent if any) that would have been was payable had under this Agreement during the last month of the Term continued during such holdover periodof this Agreement. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination Nothing herein contained shall be deemed to permit Tenant to retain possession of the Term, then Leased Premises after such Early Termination of the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime LeaseAgreement. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The provisions of this SubleaseArticle shall survive after an Early Termination of this Agreement. Tenant’s occupancy subsequent to an Early Termination of this Agreement, Sublessor’s acceptance whether or not with the consent or acquiescence of such rent shall not in any manner adversely affect Sublessor’s other rights and remediesLandlord, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be that of a tenancy tenancy-at will and in no event from month-to-month or year-to-year and it shall be subject to all terms, covenants and conditions of this Agreement applicable thereto, including, without limitation, those set forth in this Article. In the event Tenant defaults or remains in possession of the Leased Premises or any part thereof after an Early Termination of the tenancy-at-will created hereby then Tenant’s occupancy shall be deemed a tenancy-at-sufferance and not a tenancy tenancy-at-will. If Tenant shall holdover as aforesaid, and if Landlord shall desire to regain possession of the Leased Premises, then at will or tenancy any time prior to Landlord’s acceptance of any Rent from month Tenant for a specific time period, Landlord, at its option, may forthwith re-enter and take possession of the Leased Premises: (a) without process; and (b) by any legal process available in the Town of New Scotland, Albany County, New York. (b) In the event Tenant fails to monthsurrender the Leased Premises upon Early Termination of the Agreement, Tenant shall indemnify and hold Landlord harmless from all injury, loss, claims, expenses and liability, including without limitation, any claim made by any succeeding tenant and reasonable attorneys’ fees. In no event addition, Tenant shall be liable to Landlord for any holdover be deemed a permitted extension or renewal damages incurred by Landlord due to its inability to timely regain possession of the TermLeased Premises, and nothing contained herein shall including but not limited to contract damages for which Landlord might be construed liable to constitute Sublessora follow-on tenant or any economic losses, court costs, expenses or other damages including reasonable attorneys’ fees, incurred by Landlord due to Tenant’s consent failure to any holdover or to give Sublessee any right with respect theretotimely surrender possession of the Leased Premises.

Holdover. If Sublessee fails to surrender Tenant shall hold possession of the Subleased Premises or any portion thereof at demised premises after the expiration of the term of this Lease or earlier the prior termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possessionthis Lease, and the loss Lease is not renewed or a new lease is not entered into between the parties, the parties hereby agree that will be suffered by Sublessor as a result thereof, far exceed Tenant's occupancy of the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon demised premises after the expiration of the term or earlier prior termination of the Term, then the rent payable by Sublessee this Lease shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on deemed that of a monthly basis and shall be payable trespasser commencing on the first day after the expiration of such holdover period and the first day term or prior termination of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedthis Lease. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover the fact that Tenant shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal trespasser, after the expiration of the Termterm or prior termination of this Lease, Tenant shall continue to be fully responsible for the faithful performance by Tenant of all of the terms set forth in this Lease, except Tenant shall pay on the first day of each month after the expiration or sooner termination of this Lease for use and nothing occupancy of the demised premises an amount equal to the higher of (i) an amount equal to three times the sum of (a) the monthly installment of basic annual rent payable by Tenant during the last year of the original term of this Lease (i.e., the year immediately prior to the holdover period) plus (b) all monthly installments of additional rent payable by Tenant pursuant to the terms of this Lease that would have been billable monthly by Landlord had the term of the Lease not expired; or (ii) an amount equal to the then market rental value of the demised premises as shall be established by Landlord giving notice to Tenant of Landlord's good faith estimate of such market rental value. Tenant shall occupy the demised premises during the holdover period in its "as is" condition as of the expiration of the term or prior termination of this Lease and Landlord shall not be required to perform any work, furnish any materials or make any repairs within the demised premises during the holdover period. Nothing contained herein in this Lease shall be construed as a consent by Landlord to constitute Sublessor’s consent the possession by Tenant of the demised premises beyond the expiration of the term or prior termination of this Lease, and Landlord, upon said expiration of the term or prior termination of this Lease shall be entitled to the benefits of all legal remedies that may now be in force or may hereafter be enacted relating to immediate repossession of the demised premises by Landlord and in addition Landlord shall be entitled to recover any holdover or and all damages, direct and/or consequential, sustained by Landlord (including but not limited to give Sublessee special damages) as a result of Tenant's holdover, which recovery of damages shall be distinguished from and not be offset by any right with respect theretopayment made by Tenant for the use and occupancy of the demised premises.

Holdover. If Sublessee Tenant fails to surrender quit and vacate the Subleased Demised Premises or any portion thereof at the expiration or earlier termination of the TermInitial Term (or at the expiration of the final duly exercised Renewal Term hereof, if any, as the case may be), and if Landlord accepts payment of rental from Tenant thereafter and thus indicates that Landlord does not require the Tenant’s immediate surrender of possession of the Demised Premises at such expiration date, then it will be conclusively presumed that the value to Sublessee in such event any such holding over of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination possession of the Term, then the rent payable Demised Premises by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Tenant shall be deemed to be create only a tenancy from month-to-month, beginning for same on the day immediately following the expiration of the then expired term hereof, such monthly hold-over tenancy to be upon all of the terms, covenants and conditions contained in this Lease, except that either party by giving to the other at sufferance least sixty (60) days prior written notice may terminate such monthly holdover tenancy (except that Tenant shall not be entitled to such notice of termination, and not a tenancy hereby waives same, in the event that Tenant is in an Event of Default under this Lease in any respect beyond any applicable grace periods). Notwithstanding the foregoing provisions of this paragraph, if Landlord desires possession of the Demised Premises at will or tenancy from month the end of the term hereof, then Landlord may so notify Tenant at any time prior to month. In no accepting monthly holdover rent, in which event Tenant covenants and agrees to surrender to Landlord possession of the Demised Premises at the end of the term hereof free of subleases and occupants, and if Tenant fails to do so it shall any holdover be deemed a permitted extension or renewal an Event of Default under this Lease and Tenant shall be liable to Landlord for all reasonable, actual losses, costs, damages and expenses Landlord incurs from Tenant’s failure to vacate the Demised Premises as prescribed above. If the provisions of the Termpreceding sentence become applicable, Tenant shall pay Landlord use and occupancy payments for each month or portion thereof Tenant wrongfully holds over possession of the Demised Premises in whole or part, in an amount equal to one hundred fifty percent (150%) of the Basic Monthly Rental payable in the last month of the term hereof (in addition to Landlord being entitled to exercise all available legal and equitable remedies). Landlord hereby notifies Tenant that Landlord desires and intends that Tenant remove from, quit and vacate the Demised Premises at the expiration of the term of this Lease, and nothing contained herein shall be construed Tenant hereby agrees to constitute Sublessor’s consent do so and hereby irrevocably waives any and all rights to notice from Landlord of such intent as provided in Title 8, Section 8-402(b) of the Real Property Volume of the Annotated Code of Maryland, as amended, or under any holdover similar statute now or to give Sublessee any right with respect theretohereafter enacted.

Holdover. If Sublessee fails Any occupancy of Premises by Concessionaire with the prior written consent of City after the Expiration Date shall be on a month-to-month basis with all provisions of this Agreement, including rent, fees charges, insurance policies, Surety, and Guarantees remaining in place until such time that City gives notice to Concessionaire to surrender the Subleased Premises. Notice to surrender or of surrender of the premises will be provided in writing not less than thirty (30) days prior to the anticipated surrender date. Any occupancy of Premises by Concessionaire after the termination of this Agreement without the prior written approval of City constitutes a tenancy at sufferance on the same terms and conditions as this Agreement except rent and fees. Concessionaire must pay, Support Space Rent, Privilege Fee, the Concessions Services Fee, and the Common Maintenance Services Fee for the entire holdover period for that portion of Premises where this Agreement has expired or been terminated at double (2x) the rate for that portion of the Premises during the immediately preceding Contract Year, together with all other fees payable under this Agreement. No occupancy of any portion of the Premises by Concessionaire after the expiration or other termination of this Agreement, without City’s prior written approval, extends the Term of such portion of the Premises, except as a month to month tenant as described above. City will notify Concessionaire in writing that the tenancy is at sufferance, thereafter, City may exercise all remedies provided in this Agreement, at law, or in equity, without further notice, to recover possession of the Premises or portion(s) thereof. In the event of such tenancy at sufferance, Concessionaire shall indemnify City against all damages arising out of the Concessionaire’s tenancy at sufferance, including but not limited to, any costs incurred by City to evict Concessionaire, regain possession of the Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possessionportion(s) thereof, and the loss that will all insurance policies, Surety, and Guarantees required to be suffered obtained and maintained by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises Concessionaire as set forth in the Prime Lease. Such rent this Agreement shall be computed by Sublessor continue in full force and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoeffect.

Holdover. If Sublessee fails to surrender Tenant shall, without the Subleased Premises or any portion thereof at written consent of Landlord, hold over after the expiration or earlier termination of the Lease Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee Tenant shall be increased deemed a tenant at sufferance, which tenancy may be terminated as provided by applicable state law. During any holdover tenancy (whether or not consented to two by Landlord), unless Landlord has otherwise agreed in writing, Tenant agrees to pay to Landlord, an occupancy charge equal to, (2i) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day sixty (60) days of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal one hundred twenty five percent (125%) of the monthly Rent as was in effect under this Lease for the last month of the Lease Term, and nothing contained herein thereafter (ii) one hundred fifty percent (150%) of the monthly Rent as was in effect under this Lease for the last month of the Lease Term. Such payments shall be construed made within five (5) Business Days after receipt of Landlord’s written demand, and in no event less often than once per month (in advance). In the case of a holdover which has been consented to constitute Sublessor’s consent by Landlord, unless otherwise agreed to in writing by Landlord and Tenant, Tenant shall give to Landlord thirty (30) days prior written notice of any intention to quit the Premises, and Tenant shall be entitled to thirty (30) days prior written notice to quit the Premises, except in the event of non-payment of Base Rent or Additional Rent in advance or the existence of a Default that remains uncured beyond applicable notice and cure periods. Upon expiration of the Lease Term as provided herein, Tenant shall not be entitled to any holdover notice to quit, the usual notice to quit being hereby expressly waived under such circumstances, and Tenant shall surrender the Premises on the last day of the Lease Term as provided in Article 23 above. If the Premises are not surrendered in accordance with the terms of this Lease and a hold-over tenancy by Tenant continues beyond ninety (90) days following the expiration of the Term without Landlord’s express written consent, Tenant shall indemnify Landlord and Landlord Parties against any loss, damage or liability including reasonable attorneys’ fees and costs, and including liability to give Sublessee any right with respect theretosucceeding tenants, resulting from delay by Tenant in so surrendering the Premises, whether such damages are general, special, direct, indirect or consequential in nature. This indemnification shall survive termination of this Lease.

Holdover. If Sublessee Subtenant holds over after the expiration of the Sublease Term or earlier termination of this Sublease, without the express written consent of Sublandlord, 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 Monthly Base Rent shall be payable by Subtenant in the amount required to be paid by Sublandlord as set forth in Section 28 of the Prime Sublease and Article 35 of the Master Lease with respect to the Sublease Premises only. If, however, Subtenant continues to hold over without the express consent of Sublandlord, and such holding over causes Sublandlord to hold over in the Prime Sublease Premises, Subtenant shall pay to Sublandlord Monthly Base Rent in the amount required to be paid by Sublandlord as set forth in Section 28 of the Prime Sublease with respect to the Prime Sublease Premises and Article 35 of the Original Lease with respect to the Master Premises. In either case, Subtenant shall continue to pay all Additional Rent due pursuant to this Sublease during the period of any such holding over. All use and occupancy charges payable during the period of Subtenant’s holding over shall be computed on a monthly basis for each month or partial month until Subtenant vacates the Sublease Premises in accordance with the requirements of this Sublease. The provisions of this Paragraph 28 shall not be deemed to limit or constitute a ​ ​ waiver of any other rights or remedies of Sublandlord provided herein or at law or in equity. If Subtenant fails to surrender the Subleased Sublease Premises upon the termination or expiration of this Sublease, then in addition to any portion thereof at other liabilities to Sublandlord accruing therefrom, Subtenant shall protect, defend, indemnify and hold Sublandlord, Prime Sublandlord and Master 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 sub-sublessee, sublessee or tenant founded upon such failure to surrender and any lost profits or other consequential damages suffered by Sublandlord, Prime Sublandlord or Master Landlord resulting therefrom. The indemnification set forth in this Paragraph 28 shall survive the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.​

Holdover. 30.01 If Sublessee fails Tenant shall, with the prior written consent of Landlord, hold over after the expiration of the Term of this Lease, such tenant shall be deemed a month-to-month tenancy, which tenancy may be terminated pursuant to surrender applicable state law. During such tenancy, Tenant agrees to pay to Landlord the Subleased fair market value for the Demised Premises, as reasonably determined by Landlord, and to be bound by all of the terms, covenants and conditions herein specified, so far as applicable. If Landlord shall not give written consent to such hold over by Tenant, such tenancy may be terminated pursuant to applicable state law, and until Tenant has vacated the Demised Premises Tenant agrees that such holding over shall not be deemed to extend the Term or renew the Lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth except that the charge for use and occupancy of such holding over for each calendar month or part hereof (even if such part shall be a small fraction of a calendar month) shall be the sum of 1/12th of the highest annual rent rate set forth in this Lease multiplied by 2.5 plus all of the Additional Rent required to be paid by the Tenant under this Lease, which total sum Tenant agrees to pay to the Landlord promptly upon demand, in full, without set-off or deduction. Neither the billing nor the collection of use and occupancy in the above shall be deemed a waiver of any portion thereof at right of Landlord to collect damages for Tenant's failure to vacate the Demised Premises after the expiration or earlier sooner termination of the Term, then it will this Lease shall be conclusively presumed that the value in addition to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover periodall other remedies available to Landlord. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon The aforesaid provision shall survive the expiration or earlier sooner termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime this Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. (a) In the event Tenant lawfully holds over after the expiration of the Lease Term with the written consent of the Landlord, such tenancy shall be a month-to-month lease terminable as provided by law. During such tenancy, Tenant agrees to pay Landlord all Rent and other charges as provided herein, and to be bound by all the terms, covenants and condition of this Lease, except any covenants granting Tenant a right of first refusal, an option to extend the term of the Lease, or an option or right to lease additional space. (b) If Sublessee fails to surrender Tenant, without Landlord's written consent, remains in possession of the Subleased Premises or any portion thereof at after the expiration or earlier termination of this Lease, Tenant shall pay the Term, then it will be conclusively presumed that the value to Sublessee greater of: i) Two hundred percent (200%) of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional which Tenant was obligated to pay for the month immediately preceding the month in which this Lease expires or terminates for each complete or partial month of any such holdover; or ii) The total rent that would which other tenants have been payable had agreed to pay under fully executed leases for the Term continued Premises during the period of such holdover period. Thereforeholdover, if Sublessee (Landlord has leased all or anyone claiming through Sublessee) does not immediately surrender part of the Subleased Premises or any portion thereof to other tenants effective upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime this Lease. Such rent In the event of any unauthorized holding over, Tenant shall be computed by Sublessor also indemnify and paid by Sublessee on a monthly basis hold Landlord harmless from and shall be payable on against all liability, losses, claims, causes of action, damages, costs and expenses (including without limitation attorneys' fees) resulting from Tenant's failure to surrender the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remediesPremises, including Sublessor’s right without limitation claims made by succeeding tenants resulting from Tenant's failure to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of surrender the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoPremises.

Holdover. If Sublessee fails to surrender Tenant retains possession of the Subleased Premises or any portion part thereof at after the expiration or earlier termination of the TermTerm or any extention thereof, then it will by lapse of time or otherwise, without Landlord's prior written consent, which shall not be conclusively presumed unreasonably withheld, Tenant shall become a tenant from month-to-month tenancy only upon each and all of the terms herein provided as may be applicable to such month-to-month tenancy and any such holdover shall not constitute an extension of this Lease; provided, however, that the value to Sublessee of remaining in possessionduring such holding over, Tenant shall pay Base Rent, Operating Cost Share Rent, and Tax Share Rent at (a) one and one- half times the loss that will be suffered by Sublessor as a result rate payable for the fiscal year, or portion thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Thereforeimmediately preceding said holding over, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on for the time Tenant thus remains in possession for the first day two months that Tenant holds over and (b) Tenant shall pay Base Rent, Operating Cost Share Rent and Tax Share Rent at double the rate payable for the fiscal year, or portion thereof, immediately preceding said holding over, computed on a monthly basis for the time Tenant thus remains in possession thereafter, and, in addition, Tenant shall pay Landlord all damages, consequential as well as direct, sustained by reason of Tenant's holding over. Alternatively, at the election of Landlord expressed in a written notice to tenant and not otherwise, such holdover period and the first day retention of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision possession shall constitute a renewal of this SubleaseLease for one (1) year; provided, Sublessor’s however, that Tenant shall pay Base Rent in an amount equal to the greater of 150% of the rate payable for the immediately preceding fiscal year, or portion thereof or 125% of the then current market rate as determined by Landlord, and Tenant shall continue to make all other payments required under this Lease, including, without limitation, Operating Cost Share Rent and Tax Share Rent. Neither the acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remediesRent by the Landlord after termination, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal nor the provisions of the Term, and nothing contained herein this Section: (i) shall be construed as, or operate as, a renewal or as a waiver of Landlord's right of re-entry or right to constitute Sublessor’s consent to regain possession by actions at law or in equity or by any holdover other right or to give Sublessee remedy hereunder, or (ii) shall be construed as, or operate as, a waiver of any other right with respect theretoor remedy of Landlord.

Holdover. If Sublessee fails Tenant with Landlord’s consent remains in possession of the Premises after expiration of the Term or after the date in any notice given by Landlord to surrender Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month to month tenancy cancelable by either party on thirty (30) days written notice given at any time by either party and all provisions of this Lease, except those pertaining to Term, renewal options and Base Rent, shall apply and Tenant shall thereafter pay monthly Base Rent computed on a per month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, in an amount equal to the Subleased Premises or any portion thereof at Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. If Tenant holds over after the expiration or earlier termination of the TermTerm hereof, then it will be conclusively presumed without the consent of Landlord, Tenant shall become a Tenant at sufferance only with a continuing obligation to pay Rent provided that the value to Sublessee Base Rent shall be one hundred fifty percent (150%) of remaining the Base Rent that was in effect for the last full calendar month immediately preceding expiration of the Term. In any such case of Holdover without the consent of Landlord, the monthly Base Rent shall be computed on a per month basis, for each month or part thereof (without reduction for any partial month) that Tenant remains in possession, and the loss that will be suffered . Acceptance by Sublessor as a result thereof, far exceed the Landlord of Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the after expiration or earlier termination of the TermTerm shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this ¶27 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 law. If Tenant fails to surrender the Premises upon the expiration of this Lease despite demand to do so by Landlord, then the rent payable by Sublessee Tenant shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor indemnify and paid by Sublessee on a monthly basis and shall be payable on the first day hold Landlord harmless from all loss or liability arising out of such holdover period and the first day of each calendar month thereafter during failure, including without limitation, any claim made by any succeeding tenant founded on or resulting from such holdover period until the Subleased Premises have been vacatedfailure to surrender. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. No provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein ¶27 shall be construed to constitute Sublessor’s as implied consent by Landlord to any holdover holding over by Tenant. Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon expiration or to give Sublessee any right with respect thereto.other termination of this

Holdover. 33.1 Tenant shall vacate the Premises upon the expiration of the Lease Term or earlier termination of this Lease and shall surrender possession thereof to Landlord in accordance with the terms hereof Tenant shall indemnify Indemnitees for, from and against any and all Liabilities incurred by Indemnitees attributable to any delay hereunder by Tenant. The indemnity set forth in the preceding sentence shall survive expiration of the Lease Term or earlier termination of this Lease. 33.2 If Sublessee fails to surrender Tenant remains in possession of the Subleased Premises Premises, or any portion thereof thereof, after the expiration of the Lease Term or earlier termination of this Lease without the prior written consent of Landlord, such occupancy shall be deemed a month-to-month tenancy upon all the terms and conditions of this Lease except that Tenant shall be liable for all actual damages incurred by Landlord as a result of Tenant’s holdover, and Tenant shall pay Base Monthly Rent equal to one hundred fifty percent (150%) of the Base Monthly Rent paid by Tenant during the final month of the Lease Term. Acceptance by Landlord of Rent after such expiration of the Lease Term or earlier termination of this Lease shall not constitute consent to a holdover or result in an extension of this Lease and Tenant shall have no right, whether by purported exercise of any option granted hereunder or otherwise, to expand the Premises or extend the Lease Term. All options, rights of first refusal, and/or rights of first offer, if any, granted under the terms of this Lease shall be terminated and be of no further force or effect during such month-to-month tenancy. Nothing herein shall limit any of Landlord’s rights or Tenant’s obligations arising from Tenant’s failure to timely surrender possession of the Premises, including, without limitation, Landlord’s right to repossess the Premises and remove Tenant therefrom at any time after the expiration or earlier termination of the Term, then it will be conclusively presumed that the value this Lease and Tenant’s obligation to Sublessee of remaining in possession, reimburse and the loss that will be suffered by Sublessor indemnify Landlord as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoprovided herein.

Holdover. If Sublessee fails to surrender (a) In the Subleased Premises event this Lease is not renewed or any portion thereof at extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis Lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant's occupancy of the Premises or any portion thereof upon after the expiration or earlier termination of the Term, then the rent payable by Sublessee term shall be increased to two (2) times thenunder a month-applicable base rent for to-month tenancy commencing on the Subleased Premises as first day after the expiration of the term, which tenancy shall be upon all of the terms set forth in the Prime Lease. Such rent this Lease except Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the higher of (i) an amount equal to one and one-half times one-twelfth of the sum of: (a) the Fixed Rent and Additional Charges payable by Tenant during the last year of the term of this Lease (i.e., the year immediately prior to the holdover period) or (ii) an amount equal to the then market rental value for the Premises as shall be established by Landlord giving notice to Tenant of Landlord's good faith estimate of such market rental value. Tenant may dispute such market rental value for the Premises as estimated by Landlord by giving notice to Landlord within but in no event after twenty (20) days after the giving of Landlord's notice to Tenant (as to the giving of which notice to Landlord, time shall be deemed of the essence). Enclosed with such notice, Tenant shall be required to furnish to Landlord the written opinion of a reputable New York licensed real estate broker having leasing experience in the Borough of Manhattan, for a period of not less than ten (10) years setting forth said broker's good faith opinion of the market rental value of the Premises. If Tenant and Landlord are unable to resolve any such dispute as to the market rental value for the Premises then an independent arbitrator who shall be a real estate broker of similar qualifications and shall be selected from a listing of not less than three (3) brokers furnished by the American Arbitration Association (or any successor thereto) to Tenant and Landlord (at the request of either Landlord or Tenant). If Landlord and Tenant are unable to agree upon the selection of the individual arbitrator from such listing, then the first arbitrator so listed by the American Arbitration Association (or any successor thereto) shall be conclusively presumed to have been selected by both Landlord and Tenant and the decision of such arbitrator shall be conclusive and binding upon the parties as to the market rental value for the Premises. Pending the determination of the market rental value of the Premises upon the expiration of the term of this Lease, Tenant shall pay to Landlord as Fixed Rent an amount computed in accordance with clauses (i) or (ii) of this subsection 34.01(a) (as Landlord shall then elect), and upon determination of the market rental value of the Premises in accordance with the preceding provisions hereof appropriate adjustments and payments shall be effected. Further, Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original term or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above. In addition to the 76 77 foregoing, Landlord shall be entitled to recover from Tenant any losses or damages arising from such holdover period as provided in Section 34.01(c) hereof. (b) Notwithstanding anything to the contrary contained in this Lease, the acceptance of any rent paid by Tenant pursuant to subsection 34.01(a) above shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding, and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover preceding sentence shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal an "agreement expressly providing otherwise" within the meaning of Section 223-c of the TermReal Property Law of the State of New York. (c) If Tenant shall hold-over or remain in possession of any portion of the Premises beyond the Expiration Date, and nothing contained herein Tenant shall be construed subject not only to constitute Sublessor’s consent summary proceeding and all damages related thereto, but, if such holding over exceeds sixty (60) days, also to any holdover damages arising out of any lost opportunities (and/or new leases) by Landlord to re-let the Premises (or any part thereof). All damages to give Sublessee Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any right with respect theretosummary proceedings against Tenant.

Holdover. If Sublessee fails to surrender Tenant shall, without the Subleased Premises or any portion thereof at written consent of Landlord, hold over after the expiration or earlier termination of the TermLease Term (hereinafter, then it will be conclusively presumed that the value to Sublessee of remaining in possessionan "unauthorized holdover"), and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Tenant shall be deemed to be a tenant at sufferance, which tenancy at sufferance may be terminated immediately by Landlord as provided by applicable state law. During any such holdover tenancy, unless Landlord has otherwise agreed in writing, Tenant agrees to pay to Landlord a per diem occupancy charge equal to the sum of (A) five percent (5%) of the stated monthly Base Rent for the last full month of the Lease Term then ending for each day of the first month of such holdover (or 150% of such monthly Base Rent for the entire first month), (B) six percent (6%) of the stated monthly Base Rent for the last full month of the Lease Term then ending for each day of the second month of such holdover (or 180% of such monthly Base Rent for the entire second month), (C) seven percent (7%) of the stated monthly Base Rent for that last full month of the Lease Term then ending for each day of such holdover after the first two (2) months thereof (but not to exceed 200% of such monthly Base Rent for each such full month), and not (D) one hundred percent (100%) of the additional rent which would have been payable by Tenant for the period of such holdover, calculated on a tenancy at will or tenancy from per diem basis using the additional rent which had otherwise been payable by Tenant for the last full month to of the Lease Term then ending. Such payments shall be made (in arrears) within five (5) days after Landlord's demand, and in no event less often than once per month. In no event the case of a holdover which has been consented to by Landlord, Tenant shall any holdover be deemed to be a permitted extension or renewal month to month tenant upon all of the Termterms and provisions of this Lease, except the monthly Base Rent shall be as agreed by Landlord and Tenant with respect to such consented holdover. Upon expiration of the Lease Term as provided herein, Tenant shall not be entitled to any notice to quit, the usual notice to quit being hereby expressly waived under such circumstances, and nothing contained herein Tenant shall be construed to constitute Sublessor’s consent to surrender the Premises on the last day of the Lease Term as provided in Section 26, above. The foregoing described per diem occupancy charge is in addition to, and not in lieu of, any holdover other claims for damages which Landlord may have or to give Sublessee assert against Tenant in connection with any right with respect theretounauthorized holdover, including any claims arising out of Tenant's indemnity under Section 26, above.

Holdover. If Sublessee fails Tenant acknowledges that possession of the Demised Premises must be surrendered to surrender the Subleased Premises or any portion thereof Landlord at the expiration or earlier sooner termination of the Termterm of this lease. ▇▇▇▇▇▇ agrees it shall indemnify and save Landlord harmless against all liabilities, then it obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys' fees, resulting from delay by ▇▇▇▇▇▇ in so surrendering the Demised Premises, including any claims made by any succeeding tenant founded on such delay. The parties recognize and agree that the damage to Landlord resulting from any failure by ▇▇▇▇▇▇ to surrender possession of the Demised Premises on a timely basis as aforesaid will be conclusively presumed that the value to Sublessee of remaining in possessionextremely substantial, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent amount of fixed rent and additional rent theretofore payable hereunder and will be impossible of accurate measurement. Tenant, therefore, agrees that would have been if possession of the Demised Premises is not surrendered to Landlord on the date of expiration or sooner termination of the term of this lease, then Tenant agrees to pay to Landlord as liquidated damages for each month and for any portion of a month during which ▇▇▇▇▇▇ holds over in the Demised Premises after expiration or termination of the term of this lease, a sum equal to 200% of the average fixed rent and additional rent which was payable had per month under this lease during the Term continued during such holdover periodlast three months of the term hereof. Therefore, if Sublessee (Such liquidated damages shall not limit Tenant's indemnification obligation with respect to claims made by any succeeding tenant founded upon ▇▇▇▇▇▇'s failure or anyone claiming through Sublessee) does not immediately refusal to surrender the Subleased Premises or any portion thereof upon to Landlord at the expiration or earlier sooner termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision term of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damageslease. Any such holdover Nothing contained herein shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month authorize Tenant to month. In no event shall any holdover be deemed a permitted extension or renewal remain in occupancy of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover Demised Premises after the expiration or to give Sublessee any right with respect theretotermination of the term of this lease.

Holdover. Tenant shall have no right to holdover possession of the Premises after expiration or termination of this Lease without Landlord’s prior written consent, which Landlord may withhold in its sole and absolute discretion. If Sublessee Tenant retains possession of any part of the Premises after the Term, Tenant shall become a month-to-month tenant for the entire floor on which such part of the Premises so occupied by Tenant is located upon all of the terms of this Lease as might be applicable to such month-to-month tenancy, except that Tenant shall pay all of Base Rent, Operating Cost Share Rent and Tax Share Rent at 150% for the first thirty (30) days of any such holdover, and 200% thereafter of the rate in effect immediately prior to such holdover, computed on a monthly basis for each full or partial month Tenant remains in possession. Tenant shall also pay Landlord all of Landlord’s direct damages resulting from Tenant’s holdover; provided however that if Landlord at any time notifies Tenant that Landlord has entered into or is about to enter into a lease or a letter of intent for a lease with another tenant requiring the use of the Premises on a date specified by Landlord and occurring after the Expiration Date of this Lease, Tenant shall be liable for all damages, excluding special or consequential, but specifically and expressly including damages for loss of all rent under such other lease (subject to Landlord’s obligation to mitigate such damages), sustained by Landlord if Tenant fails to surrender the Subleased Premises to Landlord on or any portion thereof at before thirty (30) days following the expiration or earlier termination later of the Term, then it will be conclusively presumed that Expiration Date of this Lease or the value date of delivery of such notice from Landlord to Sublessee Tenant. No acceptance of remaining in possession, and the loss that will be suffered Rent or other payments by Sublessor Landlord under these holdover provisions shall operate as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination waiver of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including SublessorLandlord’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will regain possession or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal other of the Term, and nothing contained herein shall be construed to constitute SublessorLandlord’s consent to any holdover or to give Sublessee any right with respect theretoremedies.

Holdover. If Sublessee Tenant fails to surrender quit and vacate the Subleased Demised Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that Initial Term (or at the value to Sublessee expiration of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the final duly exercised Renewal Term continued during such holdover period. Thereforehereof, if Sublessee (or anyone claiming through Sublessee) does any, as the case may be), Landlord will not immediately require the Tenant's immediate surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of possession of the TermDemised Premises at such expiration date, then but rather agrees that such holding over of possession of the rent payable Demised Premises by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Tenant shall be deemed to be create only a tenancy from month-to-month, beginning for same on the day immediately following the expiration of the then expired term hereof, such monthly hold-over tenancy to be upon all of the terms, covenants and conditions contained in this Lease, except that either party by giving to the other at sufferance least ninety (90) days prior written notice may terminate such monthly holdover tenancy (except that Tenant shall not be entitled to such notice of termination, and not a tenancy hereby waives same, in the event that Tenant is in an Event of Default under this Lease in any respect beyond any applicable grace periods). During such holdover period, Tenant shall pay Landlord use and occupancy payments, for each month or portion thereof Tenant holds over possession of the Demised Premises in whole or part, in an amount equal to ONE HUNDRED FIFTY PERCENT (150%) of the Basic Monthly Rental payable in the last month of the term hereof, plus such additional items, amounts and sums as are required to be paid by Tenant pursuant to the terms of this Lease. Notwithstanding the foregoing provisions of this paragraph, if Landlord desires possession of the Demised Premises after the first ninety (90) days of the holdover period, then Landlord may so notify Tenant in writing at will or tenancy from month any time prior to month. In no accepting monthly holdover rent for periods of time after the first ninety (90) days of the holdover period, in which event Tenant covenants and agrees to surrender to Landlord possession of the Demised Premises free of subleases and occupants, and if Tenant fails to do so it shall any holdover be deemed a permitted extension or renewal an Event of Default under this Lease and Tenant shall be liable to Landlord for all reasonable, actual losses, costs, damages and expenses Landlord incurs from Tenant's failure to vacate the Demised Premises as prescribed above. If the provisions of the Termpreceding sentence become applicable, Tenant shall pay Landlord use and occupancy payments for each month or portion thereof Tenant holds over possession of the Demised Premises in whole or part, in an amount equal to ONE HUNDRED FIFTY PERCENT (150%) of the Basic Monthly Rental payable in the last month of the term hereof (in addition to Landlord being entitled to exercise all available legal and equitable remedies). Landlord hereby notifies Tenant that Landlord desires and intends that Tenant remove from, quit and vacate the Demised Premises not later than ninety (90) days after the expiration of the term of this Lease, and nothing contained herein shall be construed Tenant hereby agrees to constitute Sublessor’s consent do so and hereby irrevocably waives any and all rights to notice from Landlord of such intent as provided in Title 8, Section 8-402(b) of the Real Property Volume of the Annotated Code of Maryland, as amended, or under any holdover similar statute now or to give Sublessee any right with respect theretohereafter enacted.

Holdover. (a) If Sublessee fails to surrender the Subleased Premises or any portion thereof at Tenant shall hold over after the expiration or earlier sooner termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis lease, and if Owner shall then not proceed to remove Tenant from the loss that will be suffered Demised Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Demised Premises) does irrespective of whether or not immediately surrender Owner accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant's occupancy of the Demised Premises or any portion thereof upon after the expiration or earlier sooner termination of the Term, then the rent payable by Sublessee term shall be increased under a month-to-month tenancy commencing on the first day after the expiration or sooner termination of the term, which tenancy shall be upon all of the terms set forth in this lease except that Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to two (2) times thenone-applicable base rent twelfth of the sum of the Fixed Rent and Additional Charges payable by Tenant during the last year of the term of this lease. It is stipulated and agreed that Owner shall not be required to perform any work, furnish any materials or make any repairs within the Demised Premises during the holdover period. It is further stipulated and agreed that if Owner shall, at any time after the expiration or sooner termination of the term, proceed to remove Tenant from the Demised Premises as a holdover, the Fixed Rent for the Subleased use and occupancy of the Demised Premises during any holdover period shall be calculated in the same manner as set forth in above. In addition to the Prime Lease. Such rent foregoing, Owner shall be computed by Sublessor and entitled to recover from Tenant any losses or damages arising from such holdover. (b) Anything to the contrary notwithstanding, the acceptance of any rent paid by Sublessee on Tenant pursuant to Section 53(a) above shall not preclude Owner from commencing and prosecuting a monthly basis and shall be payable on the first day of such holdover period or summary eviction proceeding, and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover preceding sentence shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal an "agreement expressly providing otherwise" within the meaning of Section 232-c of the TermReal Property Law of the State of New York. (c) If Tenant shall hold-over or remain in possession of any portion of the Demised Premises beyond the Expiration Date, and nothing contained herein Tenant shall be construed subject not only to constitute Sublessor’s consent summary proceeding and all damages related thereto, but also to any holdover damages arising out of any lost opportunities (and/or new leases) by Owner to re-let the Demised Premises (or any part thereof). All damages to give Sublessee Owner by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Owner in any right with respect theretosummary proceedings against Tenant.

Holdover. If Sublessee fails to surrender In the event Subtenant or anyone claiming by, through or under Subtenant is in possession of the Subleased Premises after the expiration or earlier termination of this Sublease, then Subtenant, at Sublandlord's option, shall be deemed to be occupying the Subleased Premises at sufferance at a Monthly Base Rent equal to one hundred fifty percent (150%) of the Monthly Base Rent in effect prior to expiration or termination, and shall otherwise remain subject to all of the conditions, provisions and obligations of this Sublease insofar as the same are applicable to a tenancy at sufferance, including, without limitation, the payment of all Additional Rent and all other amounts due from Subtenant to Sublandlord hereunder. No holding over by Subtenant after the expiration or termination of this Sublease shall be construed to extend or renew the Term or Extension Term, as the case may be, or in any portion thereof at other manner be construed as permission by Sublandlord to holdover. Subtenant shall indemnify and hold Sublandlord harmless from and against any and all damages (actual, consequential or otherwise), losses, costs and expenses, including reasonable attorneys' fees, and including, without limitation, any holdover rent, additional rent, penalties and damages under the ▇▇▇▇▇▇▇▇▇ arising out of a holdover under this Sublease, incurred by Sublandlord arising out of or in any way attributable to such holding over and/or failure to surrender and deliver the Subleased Premises in the condition required by this Sublease on the expiration or earlier termination of the TermTerm of this Sublease; provided, then it will Subtenant shall not be conclusively presumed that the value to Sublessee of remaining in possessionliable for consequential, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during indirect or special damages unless such holdover periodcontinues for more than thirty (30) days. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or Nothing contained herein shall be construed as consent by Sublandlord to any portion thereof upon holding over. Subtenant's obligations hereunder shall survive the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails 23.01 The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender the Subleased Premises or any portion thereof at the expiration or earlier termination possession of the Term, then it will be conclusively presumed that Premises in accordance with the value to Sublessee terms of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof this Lease upon the expiration or earlier other termination of the TermTerm will be substantial, then will exceed the rent amount of the monthly installments of Fixed Rent and Additional Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord upon the Expiration Date or sooner termination of the Term in the condition required hereunder, in addition to any other rights or remedies Landlord may have hereunder or at law, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Premises after the Expiration Date or sooner termination of this Lease, an amount equal to (A) for the first thirty (30) days of such holding over, one-twelfth of the sum of Fixed Rent and Additional Rent payable by Sublessee Tenant during the last year of the Term of this Lease (i.e., the year immediately prior to the holdover period), (B) for the next thirty (30) days of such holding over, one and one-half (1.5) times one- twelfth of the sum of Fixed Rent and Additional Rent payable by Tenant during the last year of the Term of this Lease (i.e., the year immediately prior to the holdover period) and (C) thereafter, two times the higher of (i) one-twelfth of the sum of Fixed Rent and Additional Rent payable by Tenant during the last year of the Term of this Lease (i.e., the year immediately prior to the holdover period) and (ii) the then market rental value for the Premises as shall be increased established by Landlord giving notice to two Tenant of Landlord’s good faith estimate of such market rental value, plus all Additional Rent payable by Tenant during the last year of the Term of this Lease (2) times then-applicable base rent for i.e., the Subleased Premises as set forth in year immediately prior to the Prime Leaseholdover period). Such rent Nothing herein contained shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on deemed to permit Tenant to retain possession of the first day of such holdover period and Premises after the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Expiration Date or sooner termination of this Sublease, Sublessor’s Lease and no acceptance by Landlord of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be a tenancy at sufferance other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 23. Tenant’s obligations under this Article 23 shall survive the Expiration Date. Tenant expressly waives, for itself and not a tenancy at will for any person claiming through or tenancy from month to month. In no event shall under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover be deemed a permitted extension summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 23. 23.02 Without limiting anything contained in Section 23.01 hereof, if Tenant shall hold over or renewal remain in possession of any portion of the Termdemised beyond the Expiration Date of this Lease, and nothing contained herein Tenant shall be construed subject not only to constitute Sublessor’s consent summary proceeding and all damages related thereto, but also to any holdover damages arising out of any lost opportunities (and/or new leases) by Landlord to re-let the Premises (or any part thereof). Tenant hereby indemnifies Landlord against liability incurred by Landlord as a result of any claim or action by any third party that arises out of Tenant’s holding over. All damages to give Sublessee Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any right with respect theretosummary proceedings against Tenant.

Holdover. Tenant is not authorized to hold over beyond the expiration or earlier termination of the Lease Term. If Sublessee fails Landlord consents to surrender a holdover and no other agreement is reached between Tenant and Landlord concerning the Subleased duration and terms of the holdover, Tenant’s holdover shall be a month-to-month tenancy. During such tenancy, Tenant shall pay to Landlord one hundred fifty percent (150%) of the rate of Base Rent in effect on the expiration or termination of the Lease Term plus all Additional Rent and other sums payable under this Lease, and shall be bound by all of the other covenants and conditions specified in this Lease, so far as applicable. If the Landlord does not consent to the Tenant’s remaining in possession, Landlord shall have all the rights and remedies provided for by law and this Lease, including the right to recover consequential damages suffered by Landlord in the event of Tenant’s wrongful refusal to relinquish possession of the Premises. The Base Rent applicable for the period that Tenant wrongfully remains in possession shall be increased to one hundred fifty percent (150%) of the rate of Base Rent in effect on the expiration or termination of the Lease Term for the first sixty (60) days of such holdover and thereafter to twice the rate of Base Rent in effect on the expiration or termination of the Lease Term. Notwithstanding the foregoing, Landlord waives the right to recover consequential damages suffered by Landlord in the event of Tenant’s wrongful refusal to relinquish possession of the Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Lease Term continued during unless such holdover periodexceeds sixty (60) days. ThereforeIf any holdover does exceed sixty (60) days, if Sublessee Landlord shall have the right to recover consequential damages, whether such damages arose before or after the sixtieth (or anyone claiming through Sublessee60th) does day of such holdover. The preceding provisions shall not immediately surrender the Subleased Premises or any portion thereof upon be construed as consent for Tenant to hold over after the expiration or earlier termination of the Lease Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails 28.1 Except as provided in Section 28.2, below, if Tenant shall, without the written consent of Landlord, hold over after the expiration of the Lease Term, Tenant shall be deemed a tenant at sufferance, which tenancy may be terminated as provided by applicable state law. Except as provided in Section 28.2, below, during any holdover tenancy (whether or not consented to by Landlord), unless Landlord has otherwise agreed in writing, Tenant agrees to pay to Landlord, a per diem occupancy charge equal to one hundred fifty percent (150%) of the per diem Rent (and one hundred ten percent [110%] of the additional rent) as was in effect under this Lease for the last month of the Lease Term. Such payments shall be made within five (5) days after Landlord's demand, and in no event less often than once per month (in arrears). In the case of a holdover which has been consented to by Landlord, unless otherwise agreed to in writing by Landlord and Tenant, Tenant shall give to Landlord thirty (30) days prior written notice of any intention to quit the Premises, and Tenant shall be entitled to thirty (30) days prior written notice to quit the Premises, except in the event of non-payment of Rent or additional rent in advance or the breach of any other covenant or the existence of a Default. Upon expiration of the Lease Term as provided herein, Tenant shall not be entitled to any notice to quit, the usual notice to quit being hereby expressly waived under such circumstances, and Tenant shall surrender the Subleased Premises on the last day of the Lease Term as provided in Section 26, above. 28.2 Provided that (i) at the time Tenant notifies Landlord of its exercise of its rights pursuant to this Section 28.2, Landlord has not entered into, or commenced "serious discussions" for purposes of entering into, a Lease for all or any portion thereof at of the Premises, which Landlord determines in its sole discretion will require it to recover possession of any portion of the Premises within the first month after expiration of the Lease Term, and (ii) Tenant notifies Landlord not more than forty-five (45) less than thirty (30) days prior to expiration of the Lease Term (time being of the essence) that it needs to remain in possession of the Premises for not more than one (1) month after the expiration or earlier termination of the Lease Term, then it will be conclusively presumed that Tenant shall have the value one time right to Sublessee extend the Lease Term for a single holdover term of remaining in possessionone (1) month, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable commencing on the first day after the scheduled expiration date of the Lease Term and ending on the last day of such month. Tenant agrees to pay monthly Rent for such one (1) month holdover period term in an amount equal to the monthly Rent which was payable for the month immediately prior thereto. Such permitted holdover term shall otherwise be subject to all terms, conditions, and the first day obligations of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding this Lease, including, but not limited to, Tenant's obligation to pay Operating Expenses, Taxes and any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTobligations constituting additional rent herein, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDadjusted as necessary or appropriate to make the same applicable to a one (1) month tenancy. provision of this Sublease, Sublessor’s acceptance At the end of such rent shall not one (1) month holdover term, or in any manner adversely affect Sublessor’s other rights and remediesinstance where Tenant fails to give the requisite notice, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Tenant shall be deemed to be a tenancy at sufferance holding over without Landlord's consent, and not a tenancy at will or tenancy from month to monththe provisions of the first sentence of Section 28.1 shall immediately be applicable. In no event For purposes of this Section 28.2, Landlord shall any holdover be deemed to have entered into "serious discussions" if, in Landlord's sole good faith judgment, communications, discussions or negotiations with a permitted extension prospective tenant or renewal its representatives give rise to any significant possibility that a lease will be executed for all or any portion of the Premises which will require access to any portion of the Premises either for occupancy or for demolition or construction purposes within the first month after expiration of the Lease Term. Tenant acknowledges that the determination of whether serious discussions are underway is inherently subjective, and nothing contained herein shall will be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretomade by Landlord in its sole, good faith, discretion.

Holdover. If Sublessee fails to surrender the Subleased Premises or any portion thereof at Landlord agrees in writing that Tenant may hold over after the expiration or earlier termination of this Lease, unless the Termparties hereto otherwise agree in writing as to the terms of such holding over, then it the holdover tenancy shall be subject to termination by Landlord or Tenant at any time upon not less than thirty (30) days' prior written notice. If Tenant holds over without the consent of Landlord, the same shall be a tenancy at will be conclusively presumed that the value to Sublessee of remaining in possessionterminable at any time, and the loss that will Tenant shall be liable to Landlord for, and Tenant shall indemnify, protect, defend and hold Landlord harmless from and against, any damages, liabilities, losses, costs, expenses or claims suffered or caused by Sublessor as a result thereofsuch holdover, far exceed the Rent including damages and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or costs related to any portion thereof upon the expiration or earlier termination successor tenant of the Term, then Premises to whom Landlord could not deliver possession of the rent payable by Sublessee shall be increased to Premises when promised. During the first two (2) times then-months of any holdover tenancy, whether with or without consent, Tenant shall pay to Landlord from time to time upon demand, an amount equal to one hundred twenty five percent (125%) of the then applicable base rent for Base Rent, plus all Additional Rent and other sums payable under this Lease, and be bound by all the Subleased Premises terms, covenants and conditions specified in this Lease, as set forth so far applicable. During all subsequent months of any holdover tenancy, whether with or without consent, Tenant shall pay to Landlord from time to time upon demand, an amount equal to one hundred fifty percent (150%) of the then applicable Base Rent, plus all Additional Rent and other sums payable under this Lease, and be bound by all the terms, covenants and conditions specified in the Prime this Lease, as so far applicable. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The preceding provisions of this Sublease, Sublessor’s acceptance of such rent Paragraph 3.6 shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s as Landlord's consent to any holdover or to give Sublessee any right with respect theretoholding over by Tenant.

Holdover. Notwithstanding anything herein to the contrary, on or prior to the Expiration Date, Subtenant shall surrender the Subleased Premises to Sublandlord in accordance with the terms of this Sublease. If Sublessee Subtenant fails to vacate and surrender the Subleased Premises or otherwise holds over after the Expiration Date of this Sublease without the express written consent of Sublandlord, Subtenant shall become a tenant of sufferance only, and shall be required to pay to Sublandlord the amount equal to the greater of (i) the amount set forth in Section 16 of the Prime Lease as it applies to the Subleased Premises and (ii) any costs incurred by Sublandlord due to Subtenant’s holding over in the Subleased Premises. If Subtenant fails to surrender the Subleased Premises in the condition required hereunder on or before the Expiration Date, Subtenant shall indemnify and hold Sublandlord and all Sublandlord Indemnitees harmless from all loss or liability, including without limitation, any claim made by Prime Landlord or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value successor tenant resulting from Subtenant’s failure to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises, and any reasonable attorneys’ fees and costs incurred by Sublandlord. Subtenant understands and agrees that Subtenant shall be liable for any and all obligations of Sublandlord under the Prime Lease for the entire Premises or any portion thereof upon to the expiration or earlier termination extent such obligations are caused by Subtenant’s holding over. No holding-over by Subtenant, nor the payment to Sublandlord of the Termamounts specified above, then shall operate to extend the rent payable by Sublessee Term hereof. Nothing herein contained shall be increased deemed to two (2) times then-applicable base rent for permit Subtenant to retain possession of the Subleased Premises as set forth in after the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Expiration Date or sooner termination of this Sublease, Sublessor’s and no acceptance by Sublandlord of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover payments from Subtenant after the Expiration Date or sooner termination of this Sublease shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal other than on account of the Term, and nothing contained herein shall amount to be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretopaid by Subtenant.

Holdover. If Sublessee fails to surrender (a) In the Subleased Premises event this Lease is not renewed or any portion thereof at extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis Lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant's occupancy of the Premises or any portion thereof upon after the expiration or earlier termination of the Term, then the rent payable by Sublessee term shall be increased to two (2) times thenunder a month-applicable base rent for to-month tenancy commencing on the Subleased Premises as first day after the expiration of the term, which tenancy shall be upon all of the terms set forth in the Prime Lease. Such rent this Lease except Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of such each month of the holdover period and as Fixed Rent, an amount equal to the first day higher of each calendar month thereafter (i) an amount equal to the Holdover Percentage [as such term is defined in this Section 34.01(a)] of one-twelfth of the Fixed Rent payable by Tenant during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision last year of the term of this SubleaseLease (i.e., Sublessor’s acceptance the year immediately prior to the holdover period) or (ii) an amount equal to the then market rental value for the Premises as shall be established by Landlord giving notice to Tenant of Landlord's good faith estimate of such rent shall not market rental value. Tenant may dispute such market rental value for the Premises as estimated by Landlord by giving notice to Landlord within but in any manner adversely affect Sublessor’s other rights and remediesno event after twenty (20) days after the giving of Landlord's notice to Tenant (as to the giving of which notice to Landlord, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover time shall be deemed of the essence). Enclosed with such notice, Tenant shall be required to furnish to Landlord the written opinion of a reputable New York licensed real estate broker having leasing experience in the Borough of Manhattan, for a period of not less than ten (10) years setting forth said broker's good faith opinion of the market rental value of the Premises. If Tenant and Landlord are unable to resolve any such dispute as to the market rental value for the Premises then an independent arbitrator who shall be a tenancy real estate broker of similar qualifications and shall be selected from a listing of not less than three (3) brokers furnished by the American Arbitration Association (or any successor thereto) to Tenant and Landlord (at sufferance the request of either Landlord or Tenant). If Landlord and not a tenancy at will or tenancy from month Tenant are unable to month. In no event shall any holdover be deemed a permitted extension or renewal agree upon the selection of the Termindividual arbitrator from such listing; then the first arbitrator so listed by the American Arbitration Association (or any successor thereto) shall be conclusively presumed to have been selected by both Landlord and Tenant and the decision of such arbitrator shall be conclusive and binding upon the parties as to the market rental value for the Premises. Pending the determination of the market rental value of the Premises upon the expiration of the term of this Lease, Tenant shall pay to Landlord as Fixed Rent an amount computed in accordance with clauses (i) or (ii) of this subsection 34.01(a) (as Landlord shall then elect), and nothing contained herein upon determination of the market rental value of the Premises in accordance with the preceding provisions hereof appropriate adjustments and payments shall be construed effected. If as a result of such adjustments Landlord is required to constitute Sublessor’s consent reimburse same to any holdover or to give Sublessee any right Tenant, Landlord shall reimburse Tenant for same with respect thereto.interest at 120

Holdover. If Sublessee Tenant acknowledges that if Tenant fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee Tenant of remaining in possession, and the loss that will be suffered by Sublessor Landlord as a result thereof, far may exceed the Base Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee Tenant (or anyone claiming through SublesseeTenant) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then, unless Landlord and Tenant have executed an amendment to this Lease specifically agreeing to such continued possession, Tenant shall automatically forfeit all rights to any security deposit then being held by Landlord pursuant to this Lease and the rent payable by Sublessee Tenant hereunder shall be increased to be: (i) one hundred twenty five percent (125%) of the sum of Base Rent plus the additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Term had continued during such holdover period during the first thirty (30) days of any such holdover; plus (ii) one hundred sixty percent (160%) of the sum of Base Rent plus the additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Term had continued during such holdover period during the second thirty (30) days of any such holdover; plus (iii) two hundred percent (2200%) times then-applicable base of the sum of Base Rent plus the additional rent for and other sums that would have been payable pursuant to the Subleased Premises as set forth in provisions of this Lease if the Prime LeaseTerm had continued during such holdover period during the third thirty (30) days of any such holdover. Such rent shall be computed by Sublessor Landlord and paid by Sublessee Tenant on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this SubleaseLease, Sublessor’s Landlord's acceptance of such rent shall not in any manner adversely affect Sublessor’s Landlord's other rights and remedies, including Sublessor’s including, but not limited to, Landlord's right to evict Sublessee and to recover all damagesTenant. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s Landlord's consent to any holdover or to give Sublessee Tenant any right with respect thereto.

Holdover. If Sublessee fails to surrender the Subleased Premises or any portion thereof at Subtenant holds over after the expiration or earlier termination of the TermTerm of this Sublease without the express written consent of Sublandlord, then it will be conclusively presumed that Subtenant shall become a tenant at sufferance only, at a rental rate equal to 150% of the value to Sublessee of remaining in possessionFixed Rent, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent in effect upon the date of such expiration (the "Holdover Rent"), and otherwise subject to the terms, covenants and conditions herein. In addition, Subtenant shall pay to Sublandlord, promptly upon Sublandlord's demand, any and all amounts in excess of the Holdover Rent that would have been payable had Sublandlord is obligated or required to pay to Prime Landlord under the Term continued during Prime Lease as a direct or indirect result of Subtenant's holdover, including without limitation claims by Prime Landlord for attorney's fees and disbursements in connection with such holdover. Acceptance by Sublandlord of the Holdover Rent after such expiration or earlier termination shall not constitute Sublandlord's consent to a holdover periodhereunder or result in an express or implied renewal of this Sublease. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately If Subtenant fails to surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance Subtenant shall indemnify and hold Sublandlord harmless from all loss or liability, including without limitation, any claim made by any succeeding tenant or subtenant of such rent shall Prime Landlord or Sublandlord, arising out of, pertaining to or resulting from Subtenant's failure to surrender. The provisions of this subparagraph are in addition to and not in limitation of Sublandlord's right of re-entry or any manner adversely affect Sublessor’s other rights and remediesof Sublandlord hereunder or at law or in equity. Furthermore, including Sublessor’s right Sublandlord shall have no liability or responsibility whatsoever to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be Subtenant for any damage or injury suffered by Subtenant as a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall result of any holdover be deemed a permitted extension or renewal actions of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoPrime Landlord arising out of Subtenant's holding over.

Holdover. If Sublessee fails Tenant shall, with the written consent of Landlord, hold over after the expiration of the term of this Lease, such tenancy shall be deemed a month-to-month tenancy which may be terminated as provided by applicable law. During such tenancy, Tenant shall be bound by all of the terms, covenants and conditions herein so far as applicable, except rental which shall be the greater of (a) 150% of the then Market Rate or (b) the Rent, Pass Through Expenses and Additional Rent stated herein. Notwithstanding anything contained herein to surrender the Subleased contrary, for a period not to exceed thirty (30) days after the scheduled end of the Term, Tenant shall not be required to pay the Rent increase provided for in Article 25 for failing to vacate after the end of the Term if and only if Landlord and Tenant are actively engaged in bonafide negotiations with regard to an extension or renewal of this Lease for the Premises. Notice at any time from Landlord to Tenant that Landlord does not wish to negotiate any extension, which notice may be given prior to the beginning of the holdover period, shall be dispositive that bonafide negotiations are not in progress, (although such a notice is not required to be given by Landlord). Nothing herein shall obligate Landlord or Tenant lo negotiate for a renewal or extension of this Lease. In addition, nothing herein shall limit Landlord’s rights and remedies for Tenant’s unlawfully detaining the Premises or after any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime this Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect thereto.

Holdover. If Sublessee fails The parties recognize that the damage to Landlord resulting from any failure by ▇▇▇▇▇▇ to surrender possession of the Subleased Leased Premises or any portion thereof at upon the expiration or earlier termination of the Term, then it this Lease will be conclusively presumed that substantial, will exceed the value to Sublessee amount of remaining in possessionthe monthly installments of the Annual Rent payable hereunder, and the loss that will be suffered by Sublessor as a result thereof, far exceed impossible to measure accurately. Tenant therefore agrees that if possession of the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does Premises is not immediately surrender the Subleased Premises or any portion thereof surrendered to Landlord upon the expiration or earlier termination of the Lease, in addition to any other rights or remedies Landlord may have hereunder or at law, Tenant shall pay to Landlord, as liquidated damages, for each month and for each portion of any month during which ▇▇▇▇▇▇ holds over in the Leased Premises for up to three (3) months after the expiration or earlier termination of this Lease, a sum equal to one hundred and twenty five percent (125%) of the aggregate of that portion of the Annual Rent and Additional Rent that was payable under this Lease during the last month of the Term, then the rent payable by Sublessee . Nothing herein contained shall be increased deemed to two (2) times then-applicable base rent for permit Tenant to retain possession of the Subleased Leased Premises as set forth in after the Prime expiration or earlier termination of the Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The provisions of this SubleaseArticle 21 shall survive the expiration or earlier termination of this Lease. Tenant’s occupancy subsequent to the expiration or earlier termination of this Lease, Sublessor’s acceptance whether or not with the consent or acquiescence of such rent shall not in any manner adversely affect Sublessor’s other rights and remediesLandlord, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be that of a tenancy at tenancy-at-will and in no event from month-to-month or year-to-year and it shall be subject to all terms, covenants and conditions of this Lease applicable thereto, including, without limitation, those set forth in this Article 21. In the event the Tenant defaults or remains in possession of the Leased Premises or any part thereof after the expiration of the tenancy-at-will created hereby then the Tenant’s occupancy shall be deemed a tenancy-at-sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretotenancy-at-will.

Holdover. If Sublessee fails to surrender 34.01 (a) In the Subleased Premises event this Lease is not renewed or any portion thereof at extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee term of remaining in possessionthis Lease, and if Landlord shall then not proceed to remove Tenant from the loss that will be suffered Premises in the manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Expiration Date, the parties hereby agree that Tenant’s occupancy of the Premises or any portion thereof upon after the expiration or earlier termination of the Term, then the rent payable by Sublessee term shall be increased to two (2) times then-applicable base rent for upon all of the Subleased Premises as terms set forth in the Prime Lease. Such rent this Lease except Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to (x) one hundred fifty percent (150%) of the monthly Fixed Rent and Additional Charges payable by Tenant during the last month of the term of this Lease for the first thirty (30) days of such hold over (pro rated on a per diem basis), and (y) two hundred percent (200%) of the monthly Fixed Rent and Additional Charges payable by Tenant during the last month of the term of this Lease for each month or portion of a month (without daily proration) during the remainder of such holdover. Further, Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original term or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above. In addition to the foregoing, Landlord shall be entitled to recover from Tenant any losses or damages arising from such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not as provided in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoSection 34.01(c) hereof.

Holdover. If Sublessee fails Tenant remains in possession of all or any part of the Premises after the expiration of the Term or the earlier termination of this Lease with Landlord’s prior written consent, such holdover shall be for the period and at the rent agreed upon by Landlord and Tenant. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term or the earlier termination of this Lease without Landlord’s prior written consent, the tenancy shall be a month to month tenancy only and shall not constitute a renewal or extension for any further term, regardless of whether Landlord shall accept Rent for any such period. In such event, and without prejudice to Landlord’s rights and remedies to evict Tenant, Base Rent shall be increased in an amount equal to one hundred twenty-five percent (125%) of the Base Rent during the last month of the Term (including any extensions), and any other sums due under this Lease shall be payable in the amount, and at the times, specified in this Lease. The tenancy shall be subject to every other term, condition, covenant and agreement contained in this Lease, except that any renewal or extension option or right of first negotiation in favor of Tenant shall not be applicable. No such increase shall impair Landlord’s other rights and remedies against Tenant by reason of such holding over by Tenant, and Tenant shall vacate the Premises immediately upon Landlord’s request. In addition to the foregoing, if Tenant remains in possession of all or any part of the Premises without Landlord’s prior written consent, Tenant shall indemnify, defend and hold Landlord harmless from and against all claims, actions, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and other costs of suit) incurred by or asserted against Landlord and arising directly or indirectly from Tenant’s failure to timely surrender the Subleased Premises, including but not limited to (i) any rent payable by or any loss, cost, or damages claimed by any new tenant of the Premises or any portion thereof, and (ii) Landlord’s damages as a result of any prospective tenant rescinding or refusing to enter into the prospective lease of the Premises or any portion thereof at the expiration or earlier termination by reason of the Term, then it will be conclusively presumed that the value such failure to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately timely surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoPremises.

Holdover. If Sublessee fails to surrender (a) In the Subleased Premises or any portion thereof at event Tenant shall hold over after the expiration or earlier termination of the Termterm of this lease, then it will be conclusively presumed the parties hereby agree that Tenant's occupancy of the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon demised premises after the expiration or earlier termination of the Term, then the rent payable by Sublessee term of this lease shall be increased upon all of the terms set forth in this lease, except Tenant shall pay as rent for the holdover period an amount equal to the higher of (A) an amount equal to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day thirty (30) days of such holdover period (and thereafter at the first day rate of each calendar month thereafter three (3) times) the sum of (1) the pro rata fixed rent payable by Tenant during such holdover period until the Subleased Premises last year of the term of this lease and (2) all monthly installments of additional rent payable by Tenant pursuant to the terms of this lease that would have been vacatedbillable monthly by Landlord had the term of this lease not expired; or (B) an amount equal to the then-market rental value for the demised premises as shall be established by Landlord giving notice to Tenant of Landlord's good faith estimate of such market rental value. Notwithstanding Landlord's rights under this Article 53 shall not preclude it from invoking any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision remedy allowed under Article 18 of this Sublease, Sublessor’s acceptance of such rent shall not lease or at law or in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damagesequity. Any such holdover Nothing herein contained shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month permit Tenant to month. In no event shall any holdover be deemed a permitted extension or renewal retain possession of the Termdemised premises after the expiration of the term of the lease. (b) If Tenant shall hold over or remain in possession of any portion of the demised premises beyond the expiration of the term of this lease, and nothing contained herein notwithstanding the acceptance of any rent paid by Tenant pursuant to subsection 53(a) hereof, Tenant shall be construed subject not only to constitute Sublessor’s consent summary proceeding and all damages related thereto, but also to any holdover damages arising from lost opportunities (and/or new leases) by Landlord to re-let the demised premises (or any part thereof). All damages to give Sublessee Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any right with respect theretosummary proceedings against Tenant. (c) The provisions of this Article 53 shall survive the expiration of the term of this lease.

Holdover. (a) If Sublessee fails to surrender the Subleased Premises Tenant or any Tenant Party shall remain in possession or occupancy of any portion thereof at of the Premises, or otherwise hold over, after the expiration or earlier termination of the Term, and if Landlord shall then it will be conclusively presumed that not proceed to remove Tenant from the value to Sublessee of remaining Premises in possession, and the loss that will be suffered manner permitted by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee law (or anyone claiming through Sublesseeshall not have given written notice to Tenant that Tenant must vacate the Premises) does irrespective of whether or not immediately surrender Landlord accepts rent from Tenant for a period beyond the Subleased Premises or any portion thereof upon the expiration or earlier termination last day of the Term, then the rent payable by Sublessee parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the Term shall be increased under a month to two (2) times then-applicable base rent for month tenancy commencing on the Subleased Premises as first day after the expiration of the Term, which tenancy shall be upon all of the terms set forth in the Prime Lease. Such rent this Lease except Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable pay on the first day of each month of the hold over period as Base Rent at a rate equal to 150% of the greater of (i) the Base Rent applicable during the last year of the Term (i.e., the year immediately prior to the holdover period) for the Premises, and (ii) the fair market rental value of the Premises for such month (as reasonably determined by Landlord), together with Tax Payment, Expense Payment and all items of additional rent due under the Lease. Further, Landlord shall not be required to perform any work, furnish any materials or make any repairs within the Premises during the holdover period. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original Term or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the rent for the use and occupancy of the Premises during any holdover period shall be 150% of the greater of (x) the rents (including Base Rent, Tax Payment, Expense Payment and all other items of Additional Rent) payable by Tenant during the last year of the Term, and (y) the fair market rental value of the Premises for such month (as reasonably determined by Landlord). In addition to the foregoing, Landlord shall be entitled to recover from Tenant all costs, expenses, losses and damages arising from such holdover, including all reasonable attorneys’ fees and disbursements and court costs incurred or paid by Landlord. (b) For the purposes of this subsection (b), the period commencing on the date succeeding the last day of the Term, without taking into account any month-to-month term created pursuant to subsection (a) above or otherwise, and ending on the date that Tenant and all Tenant Parties quit and surrender the entire Premises in the condition required pursuant to the applicable provisions of this Lease, is herein referred to as the “Holdover Period.” Notwithstanding anything contained in subsection (a) above to the contrary, the 150% percentage set forth in two places in said subsection (a) shall increase in both places to 200% from and after the thirty-first (31st) day of the Holdover Period. (c) Notwithstanding anything to the contrary contained in this Lease, the acceptance of any rent paid by Tenant pursuant to subsection (a) above shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding or from exercising any other right or remedy under this Lease, at law or in equity, and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover preceding sentence shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 232-c of the Real Property Law of the State of New York. (d) All damages to Landlord by reason of holding over by Tenant (or by any Tenant Party) may be the subject of a tenancy separate action and need not be asserted by Landlord in any summary proceedings against Tenant. Tenant acknowledges that possession of the entire Premises must be surrendered to Landlord at sufferance and not a tenancy at will the expiration or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal sooner termination of the Term. Tenant agrees to indemnify, defend and nothing contained herein save Landlord harmless from and against any and all actions, proceedings, claims, deficiencies, judgments, suits, losses, obligations, penalties, liabilities, damages, costs and expenses (including court costs and reasonable legal fees and disbursements), resulting from a delay by Tenant in so surrendering the entire Premises, including, without limitation, any claims made by any succeeding tenant of all or any portion of the Premises based on Landlord’s inability or failure to deliver possession thereof to such succeeding tenant, except that Landlord shall not be construed entitled to constitute Sublessor’s consent to make a claim for consequential damages under this Section 24.02 unless Tenant remains in possession of the Premises (or any holdover or to give Sublessee portion thereof) for more than forty-five (45) days after the expiration of the Term (without taking into account any right with respect theretomonth-to-month tenancy that may be created under this Section 24.02).

Holdover. If Sublessee fails Tenant shall have no right to surrender holdover possession of the Subleased Premises or any portion thereof at after the expiration or earlier termination of this Lease without Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. If Tenant retains possession of any part of the Premises after the end of the Term, then it will Tenant shall become a month-to-month tenant for the entire Premises upon all of the terms of this Lease as might be conclusively presumed applicable to such month-to-month tenancy, except that (i) with respect to any holdover of any portion of the value Premises during the initial 30 days after the end of the Term, Tenant shall pay all of Base Rent and Operating Cost Share Rent at 115% of the rate in effect immediately prior to Sublessee such holdover, computed on a monthly basis for each full or partial month Tenant remains in possession, (ii) with respect to any holdover thereafter, Tenant shall pay all of remaining Base Rent and Operating Cost Share Rent at 125% of the rate in effect immediately prior to such holdover, computed on a monthly basis for each full or partial month Tenant remains in possession, and (iii) notwithstanding the loss notice provision of O.C.G.A. Section 44-7-7, as the same may be now or hereafter amended, Tenant expressly agrees that will any such tenancy may be suffered terminated by Sublessor as a result thereof, far exceed ten (10) days prior written notice by Landlord to Tenant. If Tenant retains possession of any part of the Rent and additional rent that would have been payable had Premises for more than 60 days after the end of the Term continued during such without Landlord express written consent given to Tenant at any time after the full execution of this Lease, Tenant shall also pay Landlord all of Landlord's direct damages and consequential damages resulting from Tenant's holdover period. Therefore, if Sublessee beyond the end of the Term (or anyone claiming through Sublessee) does and not immediately surrender just Landlord's direct damages and consequential damages resulting from Tenant's holdover for more than 60 days after the Subleased Premises or any portion thereof upon the expiration or earlier termination end of the Term, then the rent payable ). No acceptance of Rent or other payments by Sublessee Landlord under these holdover provisions shall be increased operate as a waiver of Landlord's right to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding regain possession or any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDof Landlord's remedies. provision The inclusion of this Sublease, Sublessor’s acceptance of such rent the foregoing provisions shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed as Landlord's consent for Tenant to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretohold over.

Holdover. If Sublessee fails Tenant shall indemnify and hold Landlord harmless from and against all costs, claims, loss, or liability resulting from delay by Tenant in surrendering the Leased Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. The parties recognize and agree that the damage to surrender Landlord resulting therefrom may be substantial, could exceed the Subleased amount of the Minimum Rent payable under this Lease, and could be impossible to measure accurately. Tenant therefore agrees that if Landlord suffers such damages due to Tenant's failure to deliver possession of the Leased Premises or any portion thereof at within twenty-four (24) hours after the date of the expiration or earlier termination of the Term, then it will be conclusively presumed that Tenant shall pay, for each month and for each portion of any month during which Tenant holds over in the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Leased Premises or any portion thereof upon after the expiration or earlier termination of the Term, then 1.5 times the rent aggregate of that portion of the Minimum Rent which was payable by Sublessee shall be increased to two (2) times then-applicable base rent for under this Lease during the Subleased Premises as set forth last month of the Term; however, Tenant may with the consent of the Landlord, holdover in the Prime LeaseLeased Premises for a term not to exceed ninety (90) days at 1.035 times the aggregate of that portion of the Minimum Rent which was payable under this Lease during the last month of the Term. Such rent If, at the expiration of the ninety (90) day Landlord agreed holdover period, Tenant has not vacated the Leased Premises and delivered possession to Landlord, or executed a new lease with Landlord, Tenant shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be pay 1.5 times the aggregate of that portion of the Minimum Rent which was payable on under the first day Lease during the last month of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedTerm. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of Nothing contained in this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover Lease shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month permit Tenant to month. In no event shall any holdover be deemed a permitted extension or renewal retain possession of the Leased Premises after the expiration of the Term, and nothing contained herein . The provisions of this Section shall be construed to constitute Sublessor’s consent to any holdover survive the expiration or to give Sublessee any right with respect theretotermination of the Term.

Holdover. If Sublessee fails to surrender the Subleased Premises Lessee remains in possession of all or any portion thereof at part of the Premises with Lessor's prior written consent after the expiration or earlier termination of this Lease or of Lessee's right to possession, such possession will constitute a month-to-month tenancy which may be terminated by either Lessor or Lessee upon thirty (30) days written notice and will not constitute a renewal or extension of the Lease Term. If Lessee remains in possession after such expiration or termination without Lessor's prior written permission, such possession will constitute a tenancy-at-will terminable upon forty-eight (48) hours' notice by Lessor and will not constitute a month-to-month tenancy nor a renewal or extension of the Lease Term. In the event of a month-to-month tenancy or tenancy-at-will under this Paragraph, Lessee's Base Rent will be two hundred percent (200%) of the Base Rent payable during the last month of the Lease Term, then it any other sums due under this Lease will be conclusively presumed that payable in the value to Sublessee of remaining amounts and at the times specified in possessionthis Lease, and the loss that all options, rights of refusal, expansions and/or renewals shall be null and void. Any tenancy under this Paragraph will be suffered by Sublessor as a result thereofsubject to every other term, far exceed condition and covenant contained in this Lease. Lessee agrees to defend, indemnify and hold Lessor harmless from any claim or cause of action arising out of related to the Rent and additional rent that would have been payable had failure of Lessee to surrender possession of the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof to Lessor upon the expiration of this Lease or earlier termination upon any such termination. Notwithstanding the foregoing, Lessee shall have the option to holdover for a period of up to three (3) months following the expiration of the Term, then lease term at 115% of the last rent payable by Sublessee due under the terms of the lease. Lessee shall be increased required to two provide Lessor one-hundred eighty (2180) times then-applicable base rent for days notice prior to lease the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretolease expiration date.

Holdover. If Sublessee fails to surrender In the Subleased event that Subtenant holds possession of the Premises or any portion part thereof at after the expiration of the Term or earlier sooner termination of the Termthis Sublease, then it will be conclusively presumed that the value to Sublessee by lapse of remaining in possessiontime or otherwise, and the loss that will be suffered by Sublessor as a result thereofSubtenant shall pay Sublandlord, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee for each month (or anyone claiming through Sublesseeportion thereof) does not immediately surrender Subtenant remains in possession of the Subleased Premises or any portion thereof upon the expiration or earlier termination part thereof, one hundred fifty percent (150%) of the Term, then amount of the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent Fixed Rent due under the Prime Lease for the Subleased Premises as set forth last month prior to the date of such termination or expiration, plus one hundred percent (100%) of any applicable Additional Rent due under the Prime Lease (using the base year of calendar year 2010). Subtenant shall also pay all damages sustained by Sublandlord from any loss or liability resulting from such holding over and delay in surrender, including any liabilities of Sublandlord under Section 18.2 of the Prime Lease. Such rent No holding-over by Subtenant, nor the payment to Sublandlord of the amounts specified above, shall operate to extend the Term. Nothing herein contained shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on deemed to permit Subtenant to retain possession of the first day Premises after the expiration of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision Term or sooner termination of this Sublease, Sublessor’s and no acceptance by Sublandlord of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover payments from Subtenant after the expiration of the Term or sooner termination of this Sublease shall be deemed to be a tenancy at sufferance and other than on account of the amount to be paid by Subtenant in accordance with the provisions of this Section. The provisions of this Section shall not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension to waive any of Sublandlord’s rights or renewal of the Term, and nothing in any way affect Sublandlord’s other remedies contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretootherwise available.

Holdover. If Sublessee fails FRANCHISEE continues to surrender operate after the Subleased Premises or end of any portion thereof at the expiration or earlier termination of the Termterm hereof without exercising an option to renew, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover FRANCHISEE shall be deemed to be operating on a tenancy month-to-month basis under the terms and conditions of the Franchise Agreement then being offered by FRANCHISOR to new FRANCHISEES. However, in such event, FRANCHISEE may be terminated at sufferance any time upon ten (10) days written notice from FRANCHISOR. If local law requires that FRANCHISOR give notice to FRANCHISEE prior to the expiration of the term, this Franchise Agreement shall remain in effect on a month-to-month basis until FRANCHISOR has given FRANCHISEE such notice. SECTION 5. OBLIGATIONS OF FRANCHISEE A. Name of Franchise. FRANCHISEE shall operate under the trade name "Kids *R' Kids" with the identifying number of the Center and, except as specified in the Kids 'R* Kids Confidential Operating Manual (the "Manual"), shall use no other name in connection with any operation conducted from the Approved Location specified in Section 2 hereof, without the prior, written approval of FRANCHISOR. The right herein granted to use the name "Kids 'R' Kids" is nonexclusive, and the privileges herein granted are applicable only to the Approved Location and not a tenancy at will elsewhere. FRANCHISEE shall display the aforementioned trade name Trade ▇▇▇▇ symbol for all purposes, including but not limited to office signs, stationery, business cards and advertising materials which reflect the current image of FRANCHISOR, and shall maintain strict compliance with the requirements set forth in FRANCHISOR'S Manual. All rights in and to the name "Kids 'R' Kids" and any part thereof or tenancy from month addition thereto and the use thereof shall be and remain the property of FRANCHISOR, and FRANCHISEE shall assign transfer, and convey to month. In no event shall any holdover FRANCHISOR, by such instrument in writing as may be deemed a permitted extension or renewal requested, all additional rights which may be acquired, if any, by reason of the Termuse of such name by FRANCHISEE. Any application for registration by FRANCHISEE to use the name "Kids 'R' Kids," which may be required by the statutes or laws of any governing body, shall specify that FRANCHISEE'S use of such name is limited to such premises and limited as well by the terms of this Franchise Agreement. No property right in or privilege to use such name is created which will extend beyond termination of this Franchise Agreement. FRANCHISEE shall not interfere with nor attempt in any manner to prohibit the use or registration of the name "Kids 'R' Kids" by FRANCHISOR or any other FRANCHISEE of FRANCHISOR. FRANCHISEE expressly acknowledges that the use of any other trade name in conducting such business of this Franchise is strictly prohibited, and nothing contained herein that FRANCHISEE shall not permit the trade name "Kids (R' Kids" or any substantially similar style or spelling thereof, to be used for any other purpose, including but not limited to the formation of corporations, partnerships, business associations or any form of business organization. Page 6 I Initials B. Start-Up Obligations. Prior to opening and operating a Center under FRANCHISOR'S franchised trade name, FRANCHISEE shall complete all of the following at FRANCHISEE'S expense, which obligations shall be construed continuing obligations throughout the term of this Franchise Agreement: (1) FRANCHISEE shall complete development of the Center and shall have the Center ready to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretoopen and commence the conduct of its business no later than one year from the date this Franchise Agreement is executed by FRANCHISOR.

Holdover. If Sublessee fails to surrender Tenant remains in possession of the Subleased Premises or any portion thereof at after the expiration or earlier termination of this Lease with the Termexpress written consent of Landlord, then it will Tenant’s occupancy shall be conclusively presumed that a month-to-month tenancy at a rent agreed upon by Landlord and Tenant provided, however, if Landlord consents to the value to Sublessee holdover in writing, but the consent does not confirm in writing the rent during the holdover, the rent during the holdover shall be one hundred fifty percent (150%) of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Base Monthly Rent and additional rent one hundred percent (100%) of the payments due under Paragraph 4.2 above during the last full month prior to the date of the expiration 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 would have been payable had the Term continued during such holdover period. Thereforeany renewal options, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises expansion options, rights of first refusal, rights of first negotiation or any portion thereof upon 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 the Termthis Lease without Landlord’s consent, then the rent payable by Sublessee Tenant’s continued possession shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day basis of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision of this Sublease, Sublessor’s acceptance of such rent shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event Tenant shall any holdover be deemed a permitted extension or renewal pay as Base Monthly Rent and rent under Paragraph 4.2 of the TermLease during the holdover period an amount equal to the greater of (i) one hundred fifty percent (150%) of the fair market rental (as reasonably determined by Landlord) for the Premises or (ii) two hundred percent (200%) of the Base Monthly Rent and payments due under Paragraph 4.2 of the Lease for the last full month prior to the date of such expiration or termination. 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, including but not limited to (i) any rent payable by or any loss, cost, or damages, including lost profits, claimed by any prospective tenant of the Premises or any portion thereof, and nothing contained herein shall be construed (ii) Landlord’s damages as a result of such prospective tenant rescinding or refusing to constitute Sublessor’s consent enter into the prospective lease of the Premises or any portion thereof by reason of such failure to any holdover or to give Sublessee any right with respect theretotimely surrender the Premises.

Holdover. If Sublessee fails to surrender the Subleased Tenant or any person claiming through the Tenant shall retain possession of the Premises or any portion part thereof at after the expiration or earlier termination of the TermTerm and if Landlord shall have consented to such continuation of possession, then it will such possession shall be conclusively presumed (unless the parties hereto shall otherwise have agreed in writing) deemed to be under a month-to-month tenancy which shall continue until either party shall notify the other in writing, at least 30 days prior to the end of any calendar month, that the value party giving such notice elects to Sublessee terminate such tenancy at the end of remaining such calendar month, in possessionwhich event such tenancy shall so terminate. Anything contained in the foregoing provisions of this paragraph to the contrary notwithstanding, the rental payable with respect to each such monthly period shall be 1/6 of the per annum Base Rent as adjusted in accordance with subparagraph 4(d) hereof and 1/9 of the loss that will be suffered by Sublessor as a result thereof, far exceed Tax Adjustment Amount and of the Rent and additional rent that Expense Adjustment Amount (both calculated in accordance with the provisions of Paragraph 4 hereof) which would have been payable had this Lease been renewed until the Term continued during end of the calendar year which includes such holdover periodmonth on the terms and conditions in effect immediately prior to the expiration or termination of the Term; and such month-to-month tenancy with Landlord's consent shall be upon the same terms and subject to the same conditions as those which are set forth in this Lease except as aforesaid. Therefore, if Sublessee (If Tenant or anyone any person claiming through Sublessee) does not immediately surrender Tenant shall retain possession of the Subleased Premises or any portion thereof upon part thereof, after the expiration or earlier termination of the Termterm or of Tenant's right of possession, then the rent payable by Sublessee and if such retention shall be increased without Landlord's consent, Tenant shall pay Landlord (a) for each month or portion thereof during which such possession continues, an amount equal to two the rental to be paid for each month pursuant to the foregoing provisions of this Paragraph when such possession is with Landlord's consent, plus all other sums which would have been payable hereunder had the term continued during such retention of possession and (2b) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed all other damages sustained by Sublessor and paid Landlord, whether direct or consequential, by Sublessee on a monthly basis and shall be payable on the first day reason of such holdover period retention of possession. During any such retention of possession without Landlord's consent, all of Tenant's obligations with respect to the use, occupancy and maintenance of the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacatedshall continue. Notwithstanding any other [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. provision The provisions of this Sublease, Sublessor’s acceptance of such rent Paragraph shall not in any manner adversely affect Sublessor’s other rights and remedies, including Sublessor’s right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be limit or constitute a tenancy waiver of any other rights or remedies of Landlord provided herein or at sufferance law or in equity and not a tenancy at will applicable to unlawful retention of possession or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor’s consent to any holdover or to give Sublessee any right with respect theretootherwise.