Common use of Surrender Clause in Contracts

Surrender. Sublessee shall at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.

Surrender. Sublessee shall at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Upon the expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landlord in its condition existing as of the Delivery Date, normal wear and tear, fire or other casualty, condemnation, Hazardous Materials (other than those released or emitted by Tenant, its agents, employees or invitees) and repairs that are Landlord's responsibility under this SubleaseLease, excepted, with all interior walls repaired and repainted if damaged, all carpets and floors cleaned, all broken, marred or nonconforming acoustical ceiling tiles replaced with matching tiles, all interior sides of windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts, and the HVAC equipment serviced and repaired by a reputable and licensed service firm, all to the reasonable satisfaction of Landlord. Tenant shall remove from the Premises any alterations, additions or improvements required to be removed pursuant to Paragraph 11, and all Tenant's Personal Property, and repair any damage and perform any restoration work caused by such removal. If Tenant fails to remove any such alterations, additions or improvements and/or Tenant's Personal Property, and such failure continues after the termination of this Lease, Landlord may retain such property and all rights of Tenant with respect to it shall cease, or Landlord may place all or any portion of such property in public storage for Tenant's account. Tenant shall be liable to Landlord for costs of removal of any such alterations, additions or improvements and Tenant's Personal Property and storage and transportation costs of same, and the cost of repairing and restoring the Premises, together with interest at the Interest Rate from the date of expenditure by Landlord: If the Premises are not so surrendered at the termination of this Lease, Tenant shall indemnify Landlord and its Agents against all loss or liability, including attorneys' fees and costs, resulting from delay by Tenant in so surrendering the Premises. Normal wear and tear, for the purposes of this Lease, shall be construed to mean wear and tear caused to the Premises by a natural aging process which occurs in spite of prudent application of the best standards for maintenance, repair and janitorial practices to the extent the same are Tenant’s obligations under this lease. It is not intended, nor shall it be construed, to include items of neglected or deferred maintenance which would have or should have been attended to during the Term of the Lease if the best standards had been applied to properly maintain and keep the Premises at all times in good condition and repair. In the event of surrender of this lease, Landlord shall have the option of terminating all existing subleases or accepting any sublease(s) as a direct lease or leases.

Surrender. Sublessee shall at Subtenant shall, on or prior to the expiration or other earlier termination of this Sublease (i) remove all Sublesseeof Subtenant’s goods movable fixtures and effects from movable partitions, telephone and other equipment, computer systems, trade fixtures, furniture, furnishings and other items of personal property which are removable without material damage to the Building and any other items required to be removed in accordance with and subject to Section 20.4(b) of the Prime Lease (as incorporated by reference), including any Specialty Alterations (subject to Section 4(g) of the Third Lease Amendment) and (ii) surrender to Sublandlord the Subleased Premises includingPremises, without limitationvacant, broom-clean and in good order and condition. In the event any furniture, fixtures, cabling and other equipment added Alterations to the Subleased Premises are performed by Sublesseeor on behalf of Subtenant that Prime Landlord requires must be removed and/or restored to the original condition, Subtenant shall be liable to remove and/or restore such Alterations prior to the expiration or earlier termination of this Sublease. Subtenant agrees to reimburse Sublandlord for all commercially reasonable out of pocket costs and otherwise restore expenses incurred in removing and storing Subtenant’s property, or repairing any damage to the Subleased Premises to its condition as of the Sublease Commencement Date, caused by or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublesseeresulting from Subtenant’s failure to remove any comply with the provisions of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale this Section 20. Notwithstanding anything to the payment of any sum due hereundercontrary provided in this Section 20, Subtenant shall have the right to elect that Sublandlord, at Sublandlord’s option, either remove or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord elect under the Prime Lease that Prime Landlord remove any Specialty Alterations installed by reason on behalf of Sublandlord by delivery of written notice to Sublandlord not later than six (6) months prior to the expiration of the term of this Sublease, and, in such holdoverevent, Subtenant shall pay to Sublandlord, as Additional Rent within thirty (30) days after demand, S▇▇▇▇▇▇▇▇▇▇’s out of pocket costs incurred in connection with such removal and restoration, including any amounts payable by Sublandlord to Prime Landlord in connection with same. Sublessee’s obligations under The provisions of this Section 20 shall survive the expiration or earlier termination of this Sublease.

Surrender. Sublessee Not later than the Expiration Date, Subtenant shall at quit and surrender to Sublandlord the Demised Premises, broom clean and in as good order and condition as they were on the Commencement Date and, to the extent excepted under the Prime Lease, excepting ordinary wear and tear, acts of God, casualty, condemnation, and alterations with respect to which neither Sublandlord nor Prime Landlord has a right to require removal, or the payment of the costs of removal, as set forth in this Sublease or the Prime Lease. In connection with the foregoing, Subtenant shall remove from the Demised Premises all of its property including, without limitation, the Furniture (subject to Section 7 above), the Fitness Equipment and the Cafeteria Equipment. In addition, and notwithstanding anything to the contrary in Section 9 of this Sublease, Subtenant hereby expressly assumes all restoration and removal obligations of “Tenant” under the Prime Lease, including, without limitation, the obligation to pay for the removal of any Alterations and other improvements from the Demised Premises to the extent Sublandlord is required to make such payments to Prime Landlord pursuant to the terms of the Prime Lease. Subtenant’s obligations to perform and observe the foregoing covenants shall survive the expiration or other termination of the Term of this Sublease. If the last day of this Sublease remove all Sublessee’s goods shall fall on a Saturday, Sunday or legal holiday, this Sublease shall expire on the last business day preceding such last day, provided, however, that if Subtenant and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under have executed and delivered a direct lease with a commencement date immediately following the Sublease and/or Sublessor is hereby authorized, without liability Expiration Date and Prime Landlord has signed and delivered to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment Sublandlord a written waiver of any sum due hereunder, or to destroy such property. In the event and all obligations of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord Tenant under the Prime Lease by reason of such holdover. Sublessee’s to comply with the obligations under this Section described in the foregoing provisions, Subtenant shall survive not be required to comply with the expiration or earlier termination provisions of this SubleaseSection, and may remain in the Demised Premises through the last day of the term of the Prime Lease.

Surrender. Sublessee Tenant agrees that on the termination of this Lease, Tenant shall surrender the premises in the same condition as herein agreed they have been received, damage caused by war, earthquake and ordinary wear and tear excepted but with carpets vacuumed and other floors "broom clean". At the time of termination of this lease, Landlord may require any or all of the alterations or additions installed by Tenant or by Landlord for the benefit of Tenant at Tenant's request to be removed and the premises restored to their original condition, whether or not said alterations or additions have become part of the premises under paragraph 11 hereof. Notwithstanding the foregoing, Tenant shall not be required to remove the Tenant Improvements made at the commencement of the Term, and subsequent alterations and improvements unless (I) Tenant has not requested Landlord's consent to them (whether or not such consent is required) or, (II) Tenant has requested such consent and Landlord has notified Tenant, at the time of Tenant's request for consent that such removal will be required. Upon surrender of the premises, either at the expiration of the term or other otherwise, Lessee agrees to remove all personal property and rubbish from the premises; but if not so removed by Tenant, Landlord may have the same removed at Tenant's expense. All property of Tenant not so removed, unless such non-removal is consented to by Landlord, shall be deemed abandoned by Tenant, provided that in such event Tenant shall remain liable to Landlord for all costs incurred in storing and disposing of such abandoned property of Tenant. If the Premises are not surrendered at the end of the term or sooner termination of this Sublease remove all Sublessee’s goods and effects lease, Tenant hereby indemnifies Landlord against loss or liability resulting from delay by Tenant in so surrendering the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises claims made by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or any succeeding tenant founded on such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepteddelay. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination surrender of this Subleaselease, Landlord shall have the option of terminating all existing sub-leases or of assigning said sub-leases to Landlord.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from --------- Lease for any reason. Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to Landlord in its condition existing as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary normal wear and tear and damage by fire or other casualty thereof only excepted, with all interior walls repaired if damaged, all carpets vacuumed, all broken, marred or nonconforming acoustical ceiling tiles replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulb or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm acceptable to Landlord, and all floors cleaned, all to the reasonable satisfaction of Landlord. In Tenant shall remove from the event Premises all Tenant's personal property and all of Tenant's alterations required to be removed pursuant to Section 5E, and restore the Sublessee’s failure Premises to its condition prior to their installation. If Tenant fails to remove any alterations and/or Tenant's personal property, and such failure continues after the termination of Sublessee’s property from the Subleased Premisesthis Lease, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability retain or dispose of such property and all rights of Tenant with respect to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expenseit shall cease, or to retain same under Sublessor’s control Landlord may place all or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds portion of such sale to the payment of any sum due hereunder, or to destroy such propertyproperty in public storage for Tenant's account. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forto Landlord for costs of removal of any such alterations and Tenant's personal property and storage and transportation costs of same, and shall indemnifythe cost of repairing and restoring the Premises, defend and hold Sublessor harmless together with interest at the Interest Rate from and against all damages and holdover rental obligations payable the date of expenditure by Sublessor to Prime Landlord under Landlord. If the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Premises are not so surrendered at the expiration or earlier termination of this SubleaseLease, Tenant shall indemnify Landlord against all loss or liability, including attorneys' fees and costs, resulting from delay by Tenant in so surrendering the Premises.

Surrender. Sublessee (a) Upon the date this Sublease shall expire or be earlier terminated, the Subtenant shall quit and surrender to the Sublandlord the Subleased Premises and remove all of its furniture, furnishings, fixtures, equipment, personal property, alterations and improvements, and all of its computer cabling and wiring, all such removal at Subtenant’s sole cost and expense, using a contractor approved in advance by Sublandlord and Prime Landlord in writing to leave the Subleased Premises broom clean and in as good order and condition as they were on the date the Term of this Sublease commenced and otherwise in the condition required by Section 26 of the Prime Lease upon any surrender of the Premises, ordinary wear and tear excepted. Notwithstanding any provision to the contrary, Subtenant’s surrender obligations shall only apply to furniture, furnishings, fixtures, equipment, personal property, alterations, improvements, and computer cabling and wiring, installed or owned by Subtenant, and/or conditions created by Subtenant. Subtenant’s obligation to perform and observe this covenant shall survive the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only exceptedSublease. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and Subtenant shall indemnify, defend and hold Sublessor harmless Sublandlord from and against any and all losses, costs, claims, liabilities and damages (including reasonable attorneys’ fees) arising from or relating to any failure of Subtenant, any sub-subtenant or any other occupant to surrender the Subleased Premises in the condition required by this Sublease, including, without limitation, all holdover rent, consequential damages and holdover rental obligations payable by Sublessor other amounts that Sublandlord shall be obligated to pay to Prime Landlord under the Prime Lease, and all other costs incurred by Sublandlord in returning the Subleased Premises to their required condition. Further, if the term of the Prime Lease by reason has not then expired, but the Term of this Sublease has expired or sooner terminated, then if Subtenant fails to surrender the Subleased Premises at the expiration or earlier termination of the Term hereof, Subtenant shall become a tenant at sufferance, month-to month, and shall pay to Sublandlord immediately upon demand, 150% of the Base Rent then payable and 100% of the Additional Rent then payable under this Sublease, but such holdoverpayment shall not relieve Subtenant of all liabilities arising from such failure to comply with the provisions of this Section. (b) If Subtenant vacates the Subleased Premises without complying with the requirements of this Section, Sublandlord (in addition to any other rights and remedies that may be available to it) may remove such items and make such repairs, and charge Subtenant for all reasonable third party costs incurred, plus interest at the Default Rate, all due and payable to Sublandlord on demand. SublesseeSubtenant’s obligations under in this Section shall survive the expiration or earlier termination of this the Sublease.

Surrender. Sublessee 23.01. Landlord and Tenant acknowledge that Tenant shall be obligated to restore the Demised Premises by the end of the term, including such renewals thereto, or at the any earlier expiration or other termination date. For purposes of this Sublease remove all Sublessee’s goods Lease, and effects from the Subleased Premises including, specifically without limitation, any furniturefor purposes of Article 3, fixturesArticle 13 and specifically without limitation, cabling Section 13.02, and other equipment added this Article 23, references to "restoration" or to the Subleased Premises by Sublesseeobligation of Tenant "to restore", shall mean the demolition of all of Landlord's Work and Tenant's Finish Work, excluding the base Building air-conditioning equipment and duct work and sprinkler systems, and otherwise of all work thereafter performed by or on behalf of Tenant in connection with Tenant Changes such that the Demised Premises are delivered to Landlord in the same manner and in the same condition as existed prior to Landlord's Work or Tenant's Finish Work as set forth in Exhibit C. Landlord agrees that Tenant shall have the right, but shall be under no obligation, to request Landlord to restore the Subleased Demised Premises upon written notice to its condition as such effect given not later than sixty (60) days prior to the expiration of the Sublease Commencement Dateterm. If Tenant requests Landlord to restore the Demised Premises as aforesaid, then Tenant's restoration obligation shall be limited to payment of such demolition costs as are specific to Tenant's then constructed Demised Premises based upon the then applicable labor costs, as may be escalated, and upon the then applicable garbage hauling costs, as may be escalated, and the quantities so involved so reduced at Landlord's discretion. If Tenant fails to perform any restoration required of it under this Lease on or such better condition as before the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event last day of the Sublessee’s failure to remove term of this Lease or upon any of Sublessee’s property from the Subleased Premisesearlier termination, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord deemed a hold-over Tenant under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination Article 40 of this SubleaseLease until such time as Tenant has completed such restoration.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from Lease for any reason, Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to Landlord in its condition existing as of the Sublease Commencement Datedate Landlord delivers possession of the Premises to Tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary normal wear and tear and damage by fire or other casualty thereof only excepted, with all interior walls repaired and repainted if marked or damaged, all carpets shampooed and cleaned, all broken, marred or nonconforming acoustical ceiling tiles replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm acceptable to Landlord, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. In Tenant shall remove from the event Premises and the Project all of Tenant’s trade fixtures, furniture, moveable equipment and other personal property, and any Alterations which Landlord elects to be removed pursuant to Section 5.3, and shall restore the Premises to its condition prior to their installation, including, without limitation, repairing all damage caused by the installation or removal of any of the Sublesseeforegoing items. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election: (a) conveyed such property to Landlord without compensation or (b) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove any of Sublessee’s property from the Subleased Premisesproperty, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, and without liability to Sublessee for loss Tenant or damage thereto, and at the sole risk of Sublessee, any other person. Landlord shall have no duty to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment be a bailee of any sum due hereunder, or to destroy such personal property. In the event of If Landlord elects to consider such failure to vacate the Subleased Premises on the date and as provided hereinproperty abandoned, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forto Landlord for the costs of: (i) removal of any such Alterations or personal property, (ii) storage, transportation, and shall indemnifydisposition of the same, defend and hold Sublessor harmless (iii) repair and restoration of the Premises, together with interest thereon at the Interest Rate from and against all damages and holdover rental obligations payable the date of expenditure by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLandlord.

Surrender. Sublessee shall at On the expiration or other termination last day of the Term of this Sublease remove all Sublessee’s goods Lease or upon the earlier termination thereof for any reason, Tenant will peaceably and effects from quietly surrender the Subleased Premises includingin good order, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublesseecondition, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Daterepair, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseebroom-clean, ordinary reasonable wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and will surrender all keys to the Premises to Landlord at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to place then fixed for the payment of any sum due hereunderrent and will inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises. All improvements, alterations, or to destroy such property. In additions, whether temporary or permanent, made in or upon the event Premises, either by Landlord or Tenant, will be deemed a part of such failure to vacate the Subleased Premises on Building and the date property of Landlord and as provided herein, the Sublease Rent shall, immediately and without notice, accrue will remain upon and be payable surrendered with the Premises at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease without compensation to Tenant. However, Landlord may, at its option, require that Tenant remove any or all improvements, alterations, or additions at the expiration of the term or such other time at which Tenant cease to possess the Premises, and restore the Premises (excluding Landlord’s Work, which shall remain in the Premises) to their prior condition; provided, however, that Tenant shall only be required to remove such alterations, improvements or additions if, at the time of Landlord’s consent to such alterations, improvements or additions, Landlord advised Tenant in writing that the same must be so removed. Tenant shall remove all furniture, movable trade fixtures, and equipment installed by Tenant at termination of this Lease. All such removals will be accomplished in a workmanlike manner so as not to damage the Premises or the Building, including the structure or structural qualities of the Building or the plumbing, electrical lines, or other utilities. Any such furniture, movable trade fixtures, and equipment not promptly removed by Tenant shall, at Landlord’s option be deemed conclusively to have been abandoned by Tenant and may be appropriated, sold, destroyed, or otherwise disposed of by Landlord without notice to Tenant or obligation to compensate Tenant or to account therefor. Tenant will pay Landlord, on demand, all actual and reasonable costs incurred by Landlord in connection with such abandonment. The foregoing provisions will survive expiration or termination of this Lease.

Surrender. Sublessee shall at Upon the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from Sublease, or upon the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as termination of the Sublease or of the Tenant's right to possession of the Premises, Tenant will at once surrender and deliver up the Premises, together with all improvements thereon, to Landlord in good condition and repair, reasonable wear and tear excepted; conditions existing because of Tenant's failure to perform maintenance, repairs or replacements as required of Tenant under this Sublease shall not be deemed "reasonable wear and tear." Said improvements shall include all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment and other articles of personal property used in the operation of the Premises (as distinguished from operations incident to the business of Tenant). Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the combination of all combination locks which Tenant is permitted to leave on the Premises. All Alterations in or upon the Premises made by Tenant shall become a part of and shall remain upon the Premises upon such termination without compensation, allowance or credit to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove any Alterations made by Tenant, or portion thereof. Said right shall be exercisable by Landlord's giving written notice thereof to Tenant on or before thirty (30) days prior to such expiration or on or before twenty (20) days after such termination. Tenant shall also remove any Alterations made by Tenant, or portion thereof, which Prime Landlord may require Landlord to remove, pursuant to the terms of the Prime Lease. In any such event, Tenant shall restore the Premises to their condition prior to the making of such Alteration, repairing any damage occasioned by such removal or restoration. If Landlord or Prime Landlord requires removal of any Alteration made by Tenant, or a portion thereof, and Tenant does not make such removal in accordance with this Section, Landlord may remove the same (and repair any damage occasioned thereby), and dispose thereof, or at its election, deliver the same to any other place of business of Tenant, or warehouse the same. Tenant shall pay the costs of such removal, repair, delivery and warehousing on demand. As between Landlord and Tenant, Tenant shall not be required to remove any Alterations performed by Landlord prior to the Commencement Date or to restore the Premises to their condition prior to the making of such Alterations. If, however, the term of the Sublease expires at or about the date of the expiration of the Prime Lease, and if Landlord is required under or pursuant to the terms of the Prime Lease to remove any Alterations performed prior to the Commencement Date, or such better condition as Tenant shall permit Landlord and/or Prime Landlord to enter the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In for a reasonable period of time prior to the event expiration of the Sublessee’s failure Sublease, subject to remove any such conditions as Tenant may reasonably impose, for the purpose of Sublessee’s property from removing its Alterations and restoring the Subleased Premises, Prime Landlord may proceed Premises as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaserequired.

Surrender. Sublessee A. Upon any termination or expiration of this Lease, Tenant shall surrender the Demised Premises in the same condition as existed at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary except for normal wear and tear and damage caused by the fire or other casualty thereof only exceptedcasualty; provided, however, that nothing in this Paragraph 31 is intended to change or diminish Tenant's obligations under any other part of this Lease. In Tenant shall remove the event of the Sublessee’s failure Alterations it is required to remove any pursuant to the terms of Sublessee’s property Paragraph 8 hereof. Any damage to the Demised Premises resulting from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds removal of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Alterations shall be liable forrepaired by Tenant at Tenant's expense. If the Demised Premises be not surrendered as above set forth, and Tenant shall indemnify, defend and hold Sublessor Landlord harmless against loss or liability resulting from and against the delay by Tenant in so surrendering the Demised Premises, including, without limitation any claim made by any succeeding occupant founded on such delay. All property of Tenant not removed on or before the last day of the term of this Lease (subject to Tenant's right to occupy the Demised Premises following expiration of the term of this Lease as set forth in Paragraph 30 hereof) or within fifteen (15) days thereafter shall be deemed abandoned. Tenant hereby appoints Landlord its agent to remove all damages and holdover rental obligations payable by Sublessor to Prime Landlord under property of Tenant from the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier Demised Premises upon termination of this SubleaseLease and to cause its transportation and storage for Tenant's benefit, all at the sole cost and risk of Tenant and Landlord shall not be liable for damage, theft, and misappropriation or loss thereof and Landlord shall not be liable in any manner in respect thereto. Tenant shall pay all costs and expenses of such removal, transportation and storage. Tenant shall reimburse Landlord upon demand for any expenses incurred by Landlord with respect to removal or storage of abandoned property and with respect to restoring said Demised Premises to good order, condition and repair.

Surrender. Sublessee shall at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Upon the expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landlord in good condition and repair, normal wear and tear and fire or other casualty excepted, with all interior walls repaired and repainted if damaged, all carpets shampooed and cleaned, all broken, marred or nonconforming acoustical ceiling tiles replaced with matching tiles, all interior sides of windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm (if Tenant is at any time, pursuant to the terms of this SubleaseLease, required to maintain the HVAC system serving the Premises), and all floors cleaned, all to the reasonable satisfaction of Landlord. Tenant shall remove from the Premises any Alterations required to be removed pursuant to Paragraph 11, and all Tenant’s Personal Property, and repair any damage and perform any restoration work caused by such removal. If Tenant fails to remove any such Alterations and/or Tenant’s Personal Property, and such failure continues after the termination of this Lease, Landlord may retain such property and all rights of Tenant with respect to it shall cease, or Landlord may place all or any portion of such property in public storage for Tenant’s account. Tenant shall be liable to Landlord for costs of removal of any such Alterations and Tenant’s Personal Property and storage and transportation costs of same, and the cost of repairing and restoring the Premises, together with interest at the Interest Rate from the date of expenditure by Landlord. If the Premises are not so surrendered at the termination of this Lease, Tenant shall indemnify Landlord and its Agents against all loss or liability, including attorneys’ fees and costs, resulting from delay by Tenant in so surrendering the Premises. Normal wear and tear, for the purposes of this Lease, shall be construed to mean wear and tear caused to the Premises, due to the expected and permitted use of the Premises, by a natural aging process which occurs in spite of prudent application of the best standards for maintenance, repair and janitorial practices to the extent the same are Tenant’s obligations under this Lease. It is not intended, nor shall it be construed, to include items of neglected or deferred maintenance which would have or should have been attended to during the Term of the Lease, pursuant to Tenant’s express obligations hereunder, if the best standards had been applied to properly maintain and keep the Premises at all times in good condition and repair. In the event of surrender of this Lease, Landlord shall have the option of terminating all existing subleases or accepting any sublease(s) as a direct lease or leases.

Surrender. Sublessee Tenant shall, upon expiration or sooner termination of --------- this Lease, surrender the Premises to Landlord in the same condition as existed on the date Tenant originally took possession thereof (reasonable wear and tear and damage due to causes beyond the reasonable control of Tenant excepted) with all interior walls cleaned, all interior painted surfaces repainted in the original color, if necessary, all holes in walls repaired, all carpets shampooed and cleaned, all HVAC equipment servicing only the Premises in operating order and in good repair, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Tenant shall at such time also surrender to Landlord such alterations (to the Premises) as Landlord does not require Tenant to remove in accordance with Paragraph 7.6 above. Tenant, on or before the expiration or other sooner termination of this Sublease Lease, shall remove all Sublessee’s goods of its personal property and effects trade fixtures from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by SublesseePremises, and otherwise restore all property not so removed shall be deemed abandoned by Tenant. Tenant shall be liable to Landlord for costs of removal of any such abandoned trade fixtures or equipment of Tenant, or of any alterations Tenant fails to remove if so required by Landlord, together with the Subleased cost of returning the Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretodate Tenant originally took possession thereof, and at the sole risk transportation and storage costs of Sublessee, to remove and store any of such items. If the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property Premises are not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable surrendered at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier sooner termination of this SubleaseLease, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including without limitation, any claims made by any succeeding tenant founded on such delay, losses to Landlord due to lost opportunities to lease to succeeding tenants, and attorneys' fees and costs. All keys to the Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Lease term.

Surrender. Sublessee shall at Upon the expiration of the Lease Term or other earlier termination of this Sublease remove all Sublessee’s goods Lease, Tenant shall quit and effects from surrender to Landlord the Subleased Premises includingLeased Premises, without limitationbroom clean and in good order, any furniture, fixtures, cabling condition and other equipment added to the Subleased Premises by Sublessee, repair and otherwise restore in the Subleased Premises to its condition as and in a state of repair consistent with the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseerequirements specified in Section 9(b) above, ordinary wear and tear and acts of Casualty Damage which Landlord is obligated to repair or replace excepted; provided, that Tenant shall remove its personal property and any property affixed to the Leased Premises or improvements, additions or alterations to the Leased Premises which Landlord directs Tenant to remove and repair any damage to the Building caused by fire or other casualty thereof only exceptedsuch removal. In the event of the Sublessee’s failure If Tenant shall fail to remove any of Sublessee’s property from the Subleased Premisesor improvements, Prime additions or alterations that it is obligated to remove, Landlord may proceed as permitted under the Sublease and/or Sublessor is cause all or any item of such property or improvements, additions or alteration to be removed at Tenant’s expense. Tenant hereby authorized, without liability agrees to Sublessee for loss or damage thereto, pay all costs and at the sole risk expenses of Sublessee, to remove any removal and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, repair of any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale damage to the payment of any sum due hereunder, or to destroy Leased Premises caused by such propertyremoval. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive On the expiration or earlier termination of this SubleaseLease, Tenant shall, in addition to the foregoing, deliver to Landlord all keys and combinations to locks, safes and vaults. Any and all property remaining on the Leased Premises after the expiration of the Lease Term or earlier termination of this Lease shall, at the option of Landlord, become the property of Landlord and Landlord may dispose of and/or remove any such property without any liability whatsoever to Tenant. Tenant’s obligation to observe and perform these covenants shall survive the expiration of the Lease Term or earlier termination of this Lease.

Surrender. Sublessee shall at (a) Upon the expiration or other termination of this Sublease remove all Sublessee’s goods Agreement, the Permittee covenants and effects from agrees to yield and deliver the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added WTC Fiber Backbone System peaceably to the Subleased Premises Port. Authority free and clear of any claim of ownership by Sublesseethe Permittee, including title to the Sumitomo “FutureFlex” fiber optic conduit and otherwise restore the Subleased Premises rights to its condition as the Permittee’s agreement with BRAM, WTC Fiber Backbone System software licenses, equipment warranties, service contracts, etc., but excluding (i) all of the Sublease Commencement DatePermittee’s and BRAM’s equipment located in the Space, (ii) any equipment (but not fixtures or trade fixtures) connecting the Sumitomo “FutureFlex” fiber optic conduit with the equipment in the Space and (iii) any equipment owned by Carrier Users or WTC System End Users, all without any further act or deed by the Permittee. The Permittee shall promptly execute and deliver quitclaim assignments, bills of sale and all other equivalent documents necessary or convenient in order to evidence the rights of the Port Authority therein, including title to the Sumitomo “FutureFlex” fiber optic conduit, all WTC Fiber Backbone System software licenses, equipment warranties, service contracts, etc. Such right to use the WTC Fiber Backbone System shall not in any manner affect, alter or diminish any of the obligations of the Permittee under this Agreement. Upon the expiration or termination of this Agreement, the Permittee shall deliver the WTC Fiber Backbone System to the Port Authority promptly and in good condition, such better condition reasonable wear excepted as would not adversely affect or interfere with its proper operation under this Agreement. (b) The Permittee shall have the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire right at any time during the WTC Term to remove a portion or portions of the WTC Fiber Backbone System consisting of equipment or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s personal property from the Subleased PremisesWTC Facility, Prime Landlord may proceed provided that the Permittee shall install suitable replacements therefor as permitted under the Sublease and/or Sublessor is hereby authorizednecessary for WTC Fiber Backbone System Operations. Furthermore, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive upon the expiration or earlier sooner termination of this SubleaseAgreement the Permittee shall promptly remove the WTC Fiber Backbone System, only if so directed by the Port Authority, and, only upon such removal, title to the Sumitomo “FutureFlex” fiber conduit shall thereupon vest in the Permittee and title to the electronic equipment forming a part of the WTC Fiber Backbone System, software licenses, equipment warranties, service contracts, etc. shall thereupon vest in BRAM, except as may be otherwise provided in the WTC Fiber Backbone Agreement, without any further act or deed by the Permittee or by BRAM, as the case may be. The Port Authority shall promptly execute and deliver bills of sale and all other documents necessary or convenient in order to evidence any such transfer of title to the Permittee or BRAM, as the case may be. (c) If the Permittee shall fail to remove the WTC Fiber Backbone System within One Hundred Twenty (120) days after receiving a written direction to do so from the Port Authority pursuant to the provisions of this Section, the Port Authority may remove the WTC Fiber Backbone System or a portion or portions thereof to a public warehouse for deposit or retain the same in its own possession, and, in either event, may dispose of the same as waste material or sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, and second to any sums owed by the Permittee to the Port Authority, with any balance remaining to be paid to the Permittee; if the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Permittee shall pay such excess to the Port Authority on demand Without limiting any other term or provision of this Agreement, the Permittee shall indemnify and hold harmless the Port Authority, its Commissioners, officers, agents, employees and contractors from all claims of third persons arising out of the Port Authority’s removal and disposition of property pursuant to this paragraph, including claims for conversion, claims for loss of or damage to property, claims for injury to persons (including death), and claims for any other damages, consequential or otherwise.

Surrender. Sublessee Section 24.01. On the last day or sooner termination of the Lease, Tenant shall quit and surrender the Demised Premises broom-clean, in good condition and repair, together with all alterations, additions and improvements which may have been made in, on, or to the Demised Premises, except movable furniture or unattached movable trade fixtures put in at the sole expense of the Tenant (provided Tenant has not been in default under this Lease) provided, however, that Tenant shall ascertain from Landlord at least thirty (30) days before the end of the Term whether Landlord desires to have the Demised Premises, or any part thereof, restored to the condition in which it was originally delivered to Tenant, and if Landlord shall so desire, then Tenant, at its own cost and expense, shall restore the same before the end of the Term. Landlord shall, in response to Tenant's request, or otherwise, advise Tenant as to the repairs and restoration to be undertaken by Tenant prior to the expiration or other of the Lease Term. Tenant shall, at least six (6) months before the end of the Term, advise the New Jersey Department of Environmental Protection and Energy of the termination of Tenant's use of the premises, and file, with said Department, such information, affidavits, forms, remedial action work plan and such other information as said Department may require and undertake such action or work as required by the Department of Environmental Protection and Energy pertaining to Tenant's use and occupancy of the premises as it relates to remedial action or a remedial action work plan for the removal of hazardous substances and wastes that remain on the premises demised by reason thereof. Tenant agrees upon termination of the lease, the air-conditioning, cooling systems, heating equipment and plumbing and electrical systems shall be in good, operable condition. All light fixtures and bulbs shall be operable, cleaned and in good working order, rugs cleaned, and the warehouse floor washed and sealed. Tenant shall obtain from Landlord Landlord's approval as to the sealer used by Tenant. The condition of the building and premises shall be in such a condition upon surrender as though the premises were used exclusively for warehousing and offices, and the Tenant made all repairs and replacements as were necessary during the term of the Lease so that after surrender, the building and premises are in good condition and ready to be re-rented. Tenant and Landlord understand that during the term of this Sublease remove all Sublessee’s goods Lease, the building and effects its equipment may be subject to reasonable wear and tear. However, Landlord and Tenant specifically agree that wear and tear shall not excuse Tenant from undertaking its repair and maintenance obligations, and the provisions as herein provided, by way of example, that the various systems shall be in good operating condition, are intended to be the standard by which the building and its systems shall be returned to Landlord by Tenant. If the Demised Premises is not surrendered as and when aforesaid, Tenant shall indemnify Landlord against loss or liability resulting from the Subleased Premises delay by Tenant in so surrendering the premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises claims made by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or any succeeding occupant founded on such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepteddelay. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s Tenant's obligations under this Section section shall survive the expiration or earlier sooner termination of the Term. In the event Tenant, prior to termination of the Lease, fails to comply with the Rules and Regulations of the Department of Environmental Protection of the State of New Jersey or other applicable Federal agencies having jurisdiction over the storage or use of hazardous substances then, Tenant, at the option of the Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month-to-month, at the monthly rental indicated below. In the event Tenant remains in possession of the Demised Premises after the expiration of the term and without execution of a new Lease, or, Tenant fails to restore the premises, or fails to comply with its other obligations which must be complied with prior to the termination date of the Lease, then Tenant, at the option of the Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month-to-month, at the monthly rental equal to the higher of 150% of market rent plus one-twelfth (1/12th) of all items of Additional Rent such as, but not limited to, taxes, insurance payable or paid during the last lease year or, four (4) times the sum of (i) the Basic Rent payable for the last month of the Term under Article 3 hereof and, (ii) one twelfth (l/12th) of all items of Additional Rent, such as, but not limited to, taxes, insurance payable or paid during the last lease year. Tenant shall on a date no later than six (6) months prior to the termination date of this SubleaseLease obtain from the New Jersey Department of Environmental Protection and Energy ("DEPE") a non-applicability letter and/or a de minimis quantity exception and/or a negative declaration approval and/or a written determination by DEPE that there are no discharged hazardous materials at the site that occurred during the Lease Term and, if any had occurred, have been remedied in accordance with applicable regulations, such determination presently referred to as a No Further Action letter ("NFA"). If Tenant obtains a non-applicability exemption or otherwise is not required to undertake sampling then Tenant shall, at Landlord's option, hire a consultant satisfactory to Landlord to undertake sampling in a manner consistent with applicable environmental law sufficient to determine whether or not Tenant's operations have resulted in any spill or discharge of hazardous substances or waste at the premises. Should the sampling reveal any spills or discharges of a hazardous substance or waste which occurred during the Lease Term, then Tenant shall, at Tenant's expense, promptly clean up the premises to the satisfaction of the applicable governmental agencies which have jurisdiction of the matter and to the reasonable satisfaction of the Landlord. If Tenant shall fail to comply with the preceding sentence of this subparagraph prior to termination of the Lease, then Tenant's obligations to pay rent and additional rent shall continue until the earlier of either Landlord rerenting the Premises and a new tenant takes occupancy and commences to pay rent, or such date as Tenant shall comply with the foregoing, such rent to be computed as though the Tenant was occupying the demised premises as a Tenant from month to month as otherwise set forth in the preceding paragraph.

Surrender. Sublessee shall at No act by Landlord will be an acceptance of a surrender of the expiration Property, and no agreement to accept a surrender of the Property will be valid unless it is in writing and signed by Landlord. At the end of the Term or other the termination of this Sublease remove all SublesseeTenant’s goods and effects from right to possess the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added Property (subject to the Subleased Premises by SublesseeWind-Down Period, as provided below), Tenant shall: (a) deliver to Landlord the Property with all Improvements located thereon in good repair and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Datecondition, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear excepted (subject however to Tenant’s maintenance obligations), and damage (b) deliver to Landlord all keys, security codes and similar access controls to the Property. Tenant, at its sole cost and expense, shall promptly remove all Personal Property owned by fire Tenant and Tenant Removables from the Property. Additionally, Tenant, without notice from Landlord, shall remove all Hazardous Materials if required under Legal Requirements and all additions, alterations, improvements, machinery and movable and nonmovable fixtures relating to the use, testing or other casualty thereof only excepted. In storage of Hazardous Materials in compliance with all Legal Requirements prior to the event expiration of the Sublessee’s failure Term. All items required to remove be removed hereunder and not so removed will, at the option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability obligation to Sublessee account for loss or damage theretosuch items, and at Tenant shall pay for the sole risk expenses and costs incurred by Landlord in connection therewith, whether for such removal or the restoration of Sublessee, to remove and store any of the property at Sublessee’s expense, damages resulting from such removal. On or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive before the expiration or earlier termination of this SubleaseLease, Tenant shall cause any Leasehold Mortgages to be fully released and discharged.

Surrender. Sublessee shall at Tenant shall, upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from Lease, peaceably surrender the Subleased Premises includingLeased Premises, without limitationincluding any Tenant Improvements, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, in a janitorial clean condition and otherwise restore the Subleased Premises to its in as good condition as of the Sublease Commencement Datewhen Tenant took possession, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary except for (i) reasonable wear and tear and damage subsequent to the last repair, replacement, restoration, alteration or renewal; (ii) loss by fire or other casualty thereof only exceptedcasualty, and (iii) loss by condemnation. In If Tenant shall abandon, vacate or surrender the event Leased Premises, or be dispossessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the SublesseeLeased Premises shall be deemed abandoned and, at Landlord’s failure option, title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. Landlord may, however, if it so elects, remove all or any part of Sublessee’s such personal property from the Subleased Leased Premises and the costs incurred by Landlord in connection with such removal, including reasonable storage costs and the cost of repairing any damage to the Leased Premises, Prime the Building and/or the Project caused by such removal shall be paid by Tenant within fifteen (15) days after receipt of Landlord’s statement. Upon the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord may proceed as permitted under all keys to the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, Leased Premises and at the sole risk of Sublessee, to remove and store any shall inform Landlord of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment combination of any sum due hereundervaults, or to destroy such property. In the event of such failure to vacate the Subleased Premises locks and safes left on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent Leased Premises. The obligations of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations Tenant under this Section Article 13.1 shall survive the expiration or earlier termination of this SubleaseLease. Tenant shall indemnify Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Leased Premises, including, without limitation, any claims made by any succeeding Tenant founded on such delay. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Leased Premises for the express purpose of arranging a meeting with Landlord for a joint inspection of the Leased Premises. In the event of Tenant’s failure to give such notice or to participate in such joint inspection, Landlord’s inspection at or after Tenant’s vacation of the Leased Premises shall be conclusively deemed correct for purposes of determining Tenant’s liability for repairs and restoration hereunder.

Surrender. Sublessee shall at Tenant agrees on the expiration last day of the Lease Term, or other on the sooner termination of this Sublease Lease, to surrender the Premises promptly and peaceably to Landlord in good condition and repair (damage by Acts of God and normal wear and tear excepted), including without limitation: all interior walls cleaned; all tile floors cleaned, all carpets cleaned and shampooed; all broken, marred, stained or nonconforming acoustical ceiling tiles replaced; the plumbing, electrical, lighting, fire sprinkler and other systems left in good working order and repair, including replacement of any burned out discolored or broken light bulbs, ballasts and lenses; together with all alterations, additions, and improvements which may have been made in, to, or on the Premises (except moveable trade fixtures installed at the expense of Tenant); provided that Tenant shall ascertain from Landlord within thirty (30) days before the end of the term of this Lease whether Landlord desires to have the Premises or any part(s) thereof restored to their original condition and configuration as when the Premises was delivered to Tenant, and if Landlord shall so desire, then Tenant shall so restore said Premises or such part(s) thereof prior to the termination of this Lease at Tenant’s sole cost and expense. Tenant shall, on or before the termination of this Lease, remove all Sublesseeof Tenant’s goods personal property and effects trade fixtures from the Subleased Premises (unless otherwise agreed to in writing by Landlord), and all property not so removed on or before the end of the term or sooner termination of this Lease shall be deemed abandoned by Tenant and title to same shall thereupon (at Landlord’s option) pass to Landlord without compensation to Tenant. Landlord may, upon termination of this Lease, remove, store, retain and/or sell all moveable personal property and trade fixtures so abandoned by Tenant, at Tenant’s sole cost, and repair any damage caused by such removal at Tenant’s sole cost. If the Premises be not surrendered at the end of the term or sooner termination of this Lease, then Tenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrendering the Premises, including, without limitation, any furnitureloss of rent, fixturesdamages or any claims made by any succeeding tenant founded on such delay. No act or conduct of Landlord, cabling and other equipment added whether consisting of the acceptance of the keys to the Subleased Premises, or otherwise, shall be deemed to be or constitute an acceptance of the surrender of the Premises by SublesseeTenant prior to the expiration of the Term hereof, and otherwise restore the Subleased Premises to its condition as acceptance by Landlord of surrender by Tenant shall only flow from and must be evidenced by a written acknowledgment of acceptance of surrender signed by Landlord. The voluntary surrender of the Sublease Commencement Date, Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger with respect to such better condition as Lease. At the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event option of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without noticeLandlord, any or all of the property not so removed, existing subleases shall either terminate or shall attorn to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such propertyLandlord as Landlord may elect. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive After the expiration or earlier termination of this SubleaseLease, Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days after written demand from Landlord to Tenant, any quitclaim deed or other document required by any reputable title company, licensed to operate in the State of California, to remove the cloud or encumbrance created by this Lease from the real property containing the Premises.

Surrender. Sublessee Subtenant shall, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment,provided that the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Lease, and that Subtenantpromptly repairs any damage to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenantfails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Premises after the Expiration Date shall at be deemed abandoned and Sublandlordmay dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the expiration removal, on or other termination before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease remove and shall be responsible for any associated repair or restoration of the Premises required under the Master Lease. In all Sublessee’s goods and effects from other respects, Subtenant shall deliver the Subleased Premises includingbroom clean, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to in its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear and damage by fire or other casualty thereof only excepted. In the no event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store shall Subtenantremove any of the property at Sublesseeplumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’spart, and free and clear of any and all violations of any law, rule or regulation of any federal, state, municipal or other agency or authority by reason of Subtenant’s actions or failures to fulfill any of its obligations under this Sublease (“Violations”). Subtenantshall indemnify Sublandlord against any and all loss, expense, damage, costs or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender of this Sublease by Subtenant,or a mutual cancellation thereof, shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to retain same under Sublessor’s control third parties to all or any part of the Premises, but shall, at the option of Sublandlord,either (1) terminate all or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to sell at public or private sale, without notice, Sublandlordof any or all of the property not so removed, such sub-subleases or to assign sub-subtenancies or such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaseother agreements.

Surrender. Sublessee On or before the ninetieth (90th) day preceding the Expiration Date, Tenant shall at notify Landlord in writing of Tenant’s targeted date (the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from “Move-Out Date”) upon which Tenant plans to surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to Landlord. At least sixty (60) days prior to the Subleased Move-Out Date, Landlord and Tenant shall walk through the Premises to identify any repair and removal work to be performed by SublesseeTenant, provided that failure by any party to participate in the walk-through shall not relieve Tenant of any of its obligations hereunder. Prior to the Termination Date, Tenant shall repair at Tenant’s sole cost, all damage caused by removal of Tenant’s Property and any Alterations as required under this Lease, and otherwise restore shall leave the Subleased floor broom clean and the walls patched and paint-ready. Upon the Termination Date, Tenant shall surrender the Premises to its condition Landlord in as of good order and repair as on the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear and damage by fire casualty excepted, free and clear of all letting and occupancies and free of Tenant’s Hazardous Materials as required pursuant to Article 12, with all applicable closure requirements satisfied in accordance with Section 12.10, and with all of Tenant’s Property (including all movable equipment, furniture, trade fixtures and other personal property) removed from the Premises. Subject to Article 9, upon any termination of this Lease all improvements, except for Tenant’s Property, shall automatically and without further act by Landlord or other casualty thereof only exceptedTenant, become the property of Landlord, free and clear of any claim or interest therein by Tenant, and without payment therefore by Landlord. In Tenant acknowledges that it is aware of Landlord’s plans to redevelop the event Property upon the termination of this Lease, and, therefore, if the Premises are not surrendered as of the Sublessee’s failure to remove any end of Sublessee’s property from the Subleased PremisesTerm in the manner and condition described in this Section 20.1, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such propertysuffer extensive damage. In the event of such failure to vacate the Subleased Premises on the date and as provided hereinor delay, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and Tenant shall indemnify, defend defend, protect and hold Sublessor Landlord harmless from and against any and all damages Losses resulting from or caused by Tenant’s delay or failure in so surrendering the Premises, including, without limitation, any lost rents and holdover rental obligations payable any claims made by Sublessor any succeeding tenant due to Prime such delay or failure and any expense, loss or damage (including consequential and indirect damages) incurred by Landlord under as a result of the Prime Lease by reason of such holdover. Sublesseedelay in Landlord’s obligations under this Section shall survive redevelopment plans for the expiration or earlier termination of this SubleaseProperty.

Surrender. Sublessee (a) Prior to the Closing, Parent shall select a person or persons to act as exchange agent for the Merger (the "Exchange Agent"), which person or persons shall be reasonably acceptable to the Company, for the purpose of exchanging certificates representing Canceled Company Stock for Confirmations as to the Share Consideration. On the Closing Date, the Surviving Corporation shall deliver to the Exchange Agent, in trust for the benefit of the holders of Canceled Company Stock immediately prior to the Effective Time (the "Converting Stockholders"), the Share Consideration and related information. As soon as reasonably practicable after the Effective Time but in no event more than five Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to send a notice and a letter of transmittal to each Converting Stockholder advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent for cancellation such holder's certificates representing Canceled Company Stock ("Certificates"), in exchange for the Share Consideration. Each Converting Stockholder will be entitled to receive, upon surrender to the Exchange Agent for cancellation of one or more Certificates, a Confirmation representing the number of shares of Parent Common Stock into which such shares are converted in the Merger. Parent Common Stock into which Canceled Company Stock shall be converted in the Merger shall be deemed to have been issued at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from Effective Time (the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted"Share Consideration"). In the event that any Converting Stockholder's Certificates have been lost, stolen or destroyed, such Converting Stockholder will be entitled to receive the Share Consideration only after providing an affidavit of loss and indemnity bond, in form satisfactory to the Sublessee’s failure to remove any of Sublessee’s property from Exchange Agent. (b) Converting Stockholders shall be entitled, at and after the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of SublesseeEffective Time, to remove and store any vote the number of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all shares of the property not Parent Common Stock into which their shares of Canceled Company Stock shall have been converted so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds long as they remain record holders of such sale shares of Parent Common Stock, regardless of whether the Certificates formerly representing the Canceled Company Stock shall have been surrendered in accordance with this Section 3.2 or a Confirmation with respect to such shares of Parent Common Stock shall have been issued. (c) Any Converting Stockholder who has not exchanged his Certificates for Parent Common Stock in accordance with subsection (a) within six months after the payment of any sum due hereunder, or to destroy such property. In Effective Time shall have no further claim upon the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable forExchange Agent, and shall indemnifythereafter look only to Parent and the Surviving Corporation for payment in respect of his shares of Canceled Company Stock. Until so surrendered, defend Certificates shall represent solely the right to receive the Share Consideration. If any Certificates entitled to payment pursuant to Section 3.1 shall not have been surrendered for such payment prior to such date on which any payment in respect thereof would otherwise escheat to or become the property of any Governmental Entity, the shares of Canceled Company Stock represented thereby shall, to the extent permitted by applicable law, be deemed to be canceled and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor no money or other property will be due to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaseholder thereof.

Surrender. Sublessee On the Expiration Date, Tenant shall at surrender to Landlord the expiration Premises and all Alterations (except for Alterations that Tenant is obligated to remove as expressly set forth above) in a first class and clean condition, less any normal wear and tear, free of trash and debris including cleaning of all flooring; all walls shall be patched and painted; all signage installed by Tenant on any portion of the Buildings or other Project shall be removed and the surfaces repaired, including restoration of the signage mounting surfaces to their pre-existing condition; all sign circuits, electrical circuits, and lighting fixtures shall be in good operating condition; all roof penetrations arising from Tenant’s occupancy of the Premises shall be in a watertight condition; and all doors, windows, locks, and hardware shall be in operable condition upon the termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises includingLease. Tenant shall additionally, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Expiration Date, remove all of Tenant's Personal Property and perform all repairs and restoration required by the removal of any Alterations or such better condition as Tenant's Personal Property, and Tenant shall surrender to Landlord all keys to the Subleased Premises (including without limitation any keys to any exterior or interior doors). Landlord may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire elect to retain or other casualty thereof only excepted. In the event dispose of the Sublessee’s failure to in any manner any Alterations or Tenant's Personal Property that Tenant does not remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and Expiration Date as provided herein, the Sublease Rent shall, required by this Lease by giving written notice to Tenant. Any such Alterations or Tenant's Personal Property that Landlord elects to retain or dispose of shall immediately and without notice, accrue and be payable at a rate equal upon notice to two hundred (200%) percent Tenant vest in Landlord. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord's retention or disposition of the Sublease Rent and additional last payable during the term hereofany such Alterations or Tenant's Personal Property. Sublessee shall Tenant will be liable forto Landlord for Landlord's costs for storing, and removing (including related restoration work), or disposing of any such Alterations or Tenant's Personal Property. If Tenant fails to surrender the Premises to Landlord on the Expiration Date in the condition required by this Paragraph, Tenant shall indemnify, defend defend, and hold Sublessor Landlord harmless from and against all liabilities, damages, losses, costs, expenses, attorneys' fees and claims resulting from such failure, including without limitation any claim for damages and holdover rental obligations payable made by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasea succeeding tenant.

Surrender. Sublessee If ▇▇▇▇▇▇ has complied fully with all the terms, covenants and conditions of this Lease and the Regulations, ▇▇▇▇▇▇ may surrender, at any time and from time to time, this Lease in its entirety or with respect to any portion of the land described in this Lease. For the purposes hereof, if there are no deficiencies with respect to the land to be surrendered pertaining to public health, safety, conservation of resources and preservation of the environment, Lessee will be deemed to have complied fully with all of the terms, covenants and conditions of this Lease and the Regulations if Lessee shall have paid all rents and royalties due hereunder and an additional two years' rent for all of the leased lands or, in the event of a partial surrender, two years' rent prorated by reference to that portion of land described in this Lease which is to be surrendered. No deficiencies shall be deemed to exist unless, within sixty (60) days after delivery of the document of surrender, the Lessor has notified the Lessee in writing of any deficiency claimed to exist. If there are no deficiencies as aforesaid, such surrender shall be effective as of the delivery to Lessor of the document of surrender executed by ▇▇▇▇▇▇ describing this Lease or that portion of the leased lands which is to be surrendered. If there are claimed deficiencies with respect to the land to be surrendered pertaining to public health, safety, conservation of resources and preservation of the environment at the expiration time of delivery of the document, such surrender shall not become fully effective until such time as such deficiencies have been corrected or determined not to exist. However, provided that if Lessee corrects such deficiencies within sixty (60) days of notification thereof, or if the deficiencies cannot be corrected within sixty (60) days, commences in good faith and thereafter proceeds diligently to correct such deficiencies, then, in such case, although the surrender shall not be fully effective upon delivery of the document of surrender, the Lessee shall be relieved of any other or further obligations and liability as to this Lease or as to that portion of the leased lands which has been submitted for surrender, whether such liabilities or duties arise out of this Lease or the Regulations, including, without limiting the generality of the foregoing, all obligations to pay rent, to commence mining operations or to be diligent in exploration or development of geothermal resources. During the notification and correction periods above described, this Lease shall not be subject to revocation by the Lessor except for a failure by the Lessee after notification to correct such deficiencies within the time period and in the manner hereinabove described or a breach of the terms of this Lease as to any of the remaining leased lands or rights retained by the Lessee; provided, however, that should Lessee contest the validity of any claimed deficiency, the Lessee's obligations to correct shall be suspended pending appeal to and determination by a court of final jurisdiction. Except as aforesaid, nothing herein contained shall constitute a waiver of any liability or duty the Lessee may have with respect to the land or Lease surrendered as a result of any activity conducted on the leased land or under this Lease prior to such surrender. Upon the surrender of this Lease as to all or any portion of the land covered thereby, or upon any other termination of this Sublease Lease except by revocation, the Lessee shall be entitled to all equipment, buildings, and plants placed in and on the leased lands and the Lessor may require the Lessee to remove all Sublessee’s goods the same and effects from restore the Subleased Premises includingpremises to a similar condition prior to any development or improvements, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises extent reasonably possible. This Lease may also be surrendered if as a result of a final determination by Sublesseea court of competent jurisdiction, and otherwise restore the Subleased Premises Lessee is found to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, acquired no rights in or to retain same under Sublessor’s control or the minerals on reserved lands, nor the right to sell at public or private saleexploit the same, without noticepursuant to this Lease, any or all of and, in such event, the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale Lessor shall pay over to the person entitled thereto the rentals, royalties and payment of any sum due hereunder, or paid to destroy such property. In the event of such failure Lessor pursuant to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee Tenant agrees that on the last day of the Term, or on the sooner termination of this Lease, Tenant shall at surrender the premises to Landlord (a) in good condition and repair (damage by acts of God, fire, and normal wear and tear excepted), and (b) otherwise in accordance with Paragraph 33(b)(iii). Normal wear and tear shall not include any damage or deterioration that would have been prevented by proper maintenance by Tenant or Tenant otherwise performing all of its obligations under this Lease. On or before the expiration or other sooner termination of this Sublease Lease, (i) Tenant shall remove all Sublesseeof Tenant’s goods Property (as hereinafter defined) and effects Tenant’s signage from the Subleased Premises includingPremises, without limitationthe Building and the Project and repair, patch, repair and repaint to match any furnituredamage any damage caused by such removal, fixturesand (ii) Landlord may, cabling and other equipment added by notice to Tenant given not later than ninety (90) days prior to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In Expiration Date (except in the event of a termination of this Lease prior to the Sublesseescheduled Expiration Date, in which event no advance notice shall be required), require Tenant at Tenant’s failure expense to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store all Alterations (but not any of the property initial Tenant Improvements) and to repair any damage caused by such removal. Notwithstanding the foregoing, Landlord shall notify Tenant, at Sublesseethe time of Landlord’s consent, which Alterations shall be removed. Any of Tenant’s Property not so removed by Tenant as required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, or and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and disposition of such property; provided, however, that Tenant shall remain liable to retain same under Sublessor’s control or Landlord for all costs incurred in storing and disposing of such abandoned property of Tenant. All Tenant Improvements and Alterations except those which Landlord requires Tenant to sell at public or private sale, without notice, any or all of remove shall remain in the Premises as the property not so removed, or to assign such rights to Prime of Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.

Surrender. Sublessee On the Lease Expiration Date, Tenant, at its sole cost, shall at return possession of the expiration or other termination of Premises to Landlord in accordance with Tenant’s obligations under this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by SublesseeLease, and otherwise restore in the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseedescribed on Exhibit F attached hereto, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event Conditions existing as a result of the Sublessee(i) Tenant’s failure to Maintain the Premises or the Project, as required by this Lease, (ii) Tenant’s failure to abide by the terms of this Lease or its default, or (iii) the presence of Hazardous Materials on, in, under or about the Premises, the Project or other property as a result (directly or indirectly) of Tenant’s and/or any Tenant Party’s activities, or failure to act, in connection with the Premises or the Project, shall not be deemed “ordinary wear and tear.” On or before the Lease Expiration Date, Tenant, at its sole cost, shall remove Tenant’s Property from the Project and repair all damage resulting from such removal and restore the Project to good order and condition, subject to the “Alterations; Liens” Section above. If Tenant fails to remove any of SublesseeTenant’s property from the Subleased PremisesProperty as required hereunder, Prime then Landlord may proceed as permitted under the Sublease deem all or any part of Tenant’s Property to be abandoned and, at Landlord’s option, title to Tenant’s Property shall vest in Landlord, and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and Landlord may at the sole risk Tenant’s expense remove and/or dispose of Sublessee, to remove and store any Tenant’s Property in any manner Landlord deems appropriate. If Tenant does not return possession of the property at Sublessee’s expense, or Premises to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of Landlord in the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations condition required under this Section Lease, Tenant shall survive the expiration or earlier termination of this Subleasepay Landlord all resulting damages Landlord may suffer.

Surrender. Sublessee Upon the termination of this Lease, Tenant shall peaceably surrender the Property to Landlord in the same condition in which they were received from Landlord at the commencement of this Lease, except as altered as permitted or required by this Lease and except for ordinary wear and tear. Tenant shall remove from the Property prior to such termination all its property that is capable of removal without causing damage to the Property, and, at Tenant's expense, shall at such times of removal, repair any damage caused by such removal. Property not so removed shall become the property of Landlord. Landlord may thereafter cause such property to be removed and disposition and the cost of repairing any damage caused by such removal shall be borne by Tenant. Notwithstanding anything to the contrary contained herein, upon termination of this Lease pursuant to a default by Tenant, the heating, ventilation and air conditioning systems shall remain on the Property and shall become the property of Landlord. Any holding over by Tenant of the Property after the expiration or other earlier termination of the term of this Sublease remove Lease or any extensions thereof, with the consent of Landlord, shall operate and be construed as a tenancy from month to month only, at one hundred fifty percent (150%) of the Basic Rent reserved herein and upon the same terms and conditions as contained in this Lease. Notwithstanding the foregoing, any holding over without Landlord's consent shall entitle Landlord, in addition to collecting Basic Rent at a rate of one hundred fifty percent (150%) thereof, to exercise all Sublessee’s goods rights and effects remedies provided by law or in equity. If Tenant fails to surrender the Property upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnity and hold harmless Landlord from the Subleased Premises all loss, costs, attorneys' fees, damages and liabilities resulting from such failure, including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises claims made by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of succeeding tenant founded upon such failure to vacate the Subleased Premises on the date surrender and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal any lost profits to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaseresulting therefrom.

Surrender. Sublessee On or before the ninetieth (90th) day preceding the Expiration Date, Tenant shall at notify Landlord in writing of the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from estimated date (the Subleased “Move-Out Date”) upon which Tenant plans to surrender the Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to Landlord. At least sixty (60) days prior to the Subleased Move-Out Date, Landlord and Tenant shall walk through the Premises to identify any repair and removal work to be performed by SublesseeTenant, provided that failure by any party to participate in the walk-through shall not relieve Tenant of any of its obligations hereunder. Prior to the Termination Date, Tenant shall repair at Tenant’s sole cost, all damage caused by removal of Tenant’s Property and any Alterations as required under this Lease, and otherwise restore shall leave the Subleased floor broom clean and the walls patched and paint-ready. Upon the Termination Date, Tenant shall surrender the Premises to its condition as of the Sublease Commencement DateLandlord in good order and repair, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear and damage by fire or casualty excepted, free and clear of all letting and occupancies and free of Tenant’s Hazardous Substances as required pursuant to Article 13, with all applicable closure requirements satisfied and completed, and with all of Tenant’s Property (including all movable equipment, furniture, trade fixtures and other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property personal property) removed from the Subleased Premises. Subject to Article 10, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store upon any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease all improvements, except for Tenant’s Property, shall automatically and without further act by Landlord or Tenant, become the property of Landlord, free and clear of any claim or interest therein by Tenant, and without payment therefore by Landlord.

Surrender. Sublessee shall at Tenant agrees that on the expiration last day of the Term, or other on the sooner termination of this Sublease remove Lease, Tenant shall surrender the Premises to Landlord (a) in good condition and repair (excepting damage by acts of God, fire, normal wear and tear and damage caused by Landlord, unless such damage is covered by insurance Tenant is required to carry hereunder or otherwise has in effect), but with all Sublessee’s goods interior walls repaired or cleaned, any carpets cleaned, all floors cleaned and effects waxed, vacuumed or re-sealed, as appropriate, all non-working light bulbs and ballasts replaced and all roll up doors, docks, dock levelers and plumbing fixtures in good condition and working order, and (b) otherwise in accordance with Paragraph 32(h) of this Lease. Normal wear and tear shall not include any damage or deterioration to the floors of the Premises arising from the Subleased use of forklifts in, on or about the Premises (including, without limitation, any furnituremarks or stains on any portion of the floors), fixturesand any damage or deterioration that would have been prevented by proper maintenance by Tenant, cabling or Tenant otherwise performing all of its obligations under this Lease. On or before the expiration or sooner termination of this Lease, (i) Tenant shall remove all of Tenant’s Property (as hereinafter defined) and other equipment added Tenant’s signage from the Premises, the Building and the Project and repair any damage caused by such removal, and (ii) Landlord may, by notice to Tenant given not later than ninety (90) days prior to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In Expiration Date (except in the event of a termination of this Lease prior to the Sublesseescheduled Expiration Date, in which event no advance notice shall be required), require Tenant at Tenant’s failure expense to remove any or all Alterations and/or the initial Tenant Improvements constructed and installed pursuant to Exhibit B hereto and to repair any damage caused by such removal. Any of SublesseeTenant’s property from the Subleased PremisesProperty not so removed by Tenant as required herein shall be deemed abandoned and may be stored, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretoremoved, and disposed of by Landlord at the sole risk of Sublessee, to remove and store any of the property at SublesseeTenant’s expense, or and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and disposition of such property; provided, however, that Tenant shall remain liable to retain same under Sublessor’s control or Landlord for all costs incurred in storing and disposing of such abandoned property of Tenant. All Tenant Improvements and Alterations except those which Landlord requires Tenant to sell at public or private sale, without notice, any or all of remove shall remain in the Premises as the property not so removed, or to assign such rights to Prime of Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.

Surrender. Sublessee shall at Upon the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from Sublease, or upon the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as termination of the Sublease Commencement Dateor of the Lessee's right to possession of the Premises, or such better Lessee will at once surrender and deliver up the Premises, together with all improvements thereon, to Lessor in good condition as the Subleased Premises may have thereafter been placed by Sublesseeand repair, ordinary reasonable wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure and, subject to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination 21 of this Sublease, casualty damage excepted; conditions existing because of Lessee's failure to perform maintenance, repairs or replacements as required of Lessee under this Sublease shall not be deemed "reasonable wear and tear." Said improvements shall include all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment and other articles of personal property used in the operation of the Premises (as distinguished from operations incident to the business of Lessee). Lessee shall surrender to Lessor all keys to the Premises, and make known to Lessor the combination of all combination locks which Lessee is permitted to leave on the Premises. All Alterations in or upon the Premises made by Lessee shall become a part of and shall remain upon the Premises, upon such termination without compensation, allowance or credit to Lessee; provided, however, Lessee shall remove any Alterations made by Lessee, or portion thereof to the extent Lessor may be required to do so by Prime Lessor. If Prime Lessor requires removal of any Alteration made by Lessee, or a portion thereof, and Lessee does not make such removal in accordance with this Section, Lessor may remove the same (and repair any damage occasioned thereby), and dispose thereof, or at its election, deliver the same to any other place of business of Lessee, or warehouse the same. Lessee shall pay the reasonable costs of such removal, repair, delivery and warehousing within ten (days) following receipt of Lessor's documented invoice therefor.

Surrender. Sublessee Concessionaire agrees that at 12:00 noon on the Expiration Date, or on the sooner termination of this Agreement, Concessionaire shall at surrender the Premises to City (a) in good condition and repair (damage by acts of God, fire, and normal wear and tear excepted), but with all interior walls repaired, any carpets cleaned, and all floors cleaned and waxed, and (b) free of any Hazardous Materials in accordance with Article XV. Normal wear and tear shall not include any damage or deterioration that would have been prevented by proper maintenance by Concessionaire or Concessionaire otherwise performing all of its obligations under this Agreement. On or before the expiration or other sooner termination of this Sublease Agreement, (i) Concessionaire shall remove all Sublessee’s goods of Concessionaire's personal property, all Telecommunications Facilities (hereinafter defined) installed in the Premises or elsewhere in the Airport by or on behalf of the Concessionaire (provided City may require such removal shall be performed by a contractor or telecom provider designated by City), and effects Concessionaire's signage from the Subleased Premises includingPremises, without limitationand Concessionaire shall repair any damage caused by such removal, any furnitureand (ii) City may, fixtures, cabling and other equipment added by notice to Concessionaire given not later than ninety (90) days prior to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In Expiration Date (except in the event of a termination of this Agreement prior to the Sublessee’s failure scheduled Expiration Date, in which event no advance notice shall be required), require Concessionaire at Concessionaire's expense to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all Alterations and to repair any damage caused by such removal. Any of the Concessionaire's personal property not so removed by Concessionaire as required herein shall be deemed abandoned and may be stored, removed, or to assign such rights to Prime Landlordand disposed of by City at Concessionaire's expense, and to apply the net proceeds Concessionaire waives all Claims against City for any damages resulting from City's retention and disposition of such sale property; provided, however, that Concessionaire shall remain liable to the payment of any sum due hereunder, or to destroy such property. In the event City for all costs incurred in storing and disposing of such failure abandoned property of Concessionaire. All improvements and Alterations except those which City requires Concessionaire to vacate remove shall remain in the Subleased Premises on as the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent property of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseCity.

Surrender. Sublessee Upon the expiration of the Lease Term, or upon the earlier termination of this Lease, Tenant shall at vacate and surrender the Leased Premises to Landlord in first class condition and repair and in full compliance with the maintenance, repair and replacement provisions of this Lease. In any event, Tenant shall cause the following to be done prior to the expiration or other the sooner termination of this Sublease Lease: a. all interior walls shall be painted or cleaned so that they appear freshly painted; b. all non-carpeted floor coverings shall be cleaned and waxed to the extent they are in first class condition; c. to the extent non-carpeted floor coverings are not in first class condition, said floor coverings shall be repaired or replaced, as necessary; d. all carpets not in first class condition shall be cleaned and shampooed to the extent necessary to place them in first class condition as reasonably determined by Landlord; e. to the extent cleaning and shampooing does not place the carpets in first class condition as reasonably determined by Landlord, such carpets shall be replaced, to the extent necessary, with neutral carpets of equal or better quality; f. all broken, marred, stained or nonconforming acoustical ceiling tiles shall be replaced; and g. all windows shall be washed. If Landlord so requests, Tenant shall, prior to the expiration or sooner termination of this Lease, remove any Alterations which Tenant is required to remove pursuant to Section 11 and repair all Sublessee’s goods and effects damage caused by such removal. If the Leased Premises are not so surrendered upon the expiration or sooner termination of this Lease, Tenant shall be liable to Landlord for all costs incurred by Landlord in conforming the Leased Premises to the required condition, plus interest on all such costs at the Default Rate. Tenant shall indemnify Landlord against loss or liability to the extent resulting from delay by Tenant in so surrendering the Subleased Premises Leased Premises, including, without limitation, any furniture, fixtures, cabling and other equipment added claims made by any succeeding tenant to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises extent related to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasedelay.

Surrender. Sublessee Section 16.1. Tenant shall, on the last day of the Term, or upon the sooner termination of the Term, quit and surrender to Landlord the Property vacant, free of all equipment, furniture and other movable personal property of Tenant, and in good order and condition, reasonable wear and tear and damage due to casualty (subject to the provisions of Article 7) or condemnation (subject to the provisions of Article 8) excepted, and Tenant shall remove or demolish all of the fixtures, structures and other improvements which Landlord shall have elected to cause Tenant to remove pursuant to and in accordance with Section 5.8 hereof. Tenant's obligation to observe and perform this covenant shall survive the expiration or earlier termination of the Term. Section 16.2. Upon the expiration of the Term, all Fixed Rent and Additional Rent and other items payable by Tenant under this Lease shall be apportioned to the date of termination. Section 16.3. Tenant acknowledges that possession of the Property must be surrendered to Landlord at the expiration or other sooner termination of the Term of this Sublease remove Lease. Tenant agrees to indemnify Landlord against and save Landlord harmless from all Sublessee’s goods and effects costs, claims, loss or liability resulting from the Subleased Premises failure or delay by Tenant in so surrendering the Property, including, without limitation, any furnitureclaims made by any succeeding tenant founded on such failure or delay. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Property as aforesaid will be extremely substantial, fixtureswill exceed the amount of the Fixed Rent and Additional Rent theretofore payable hereunder, cabling and other equipment added will be impossible to accurately measure. Tenant therefore agrees that if possession of the Property is not surrendered to Landlord upon the expiration or sooner termination of the Term of this Lease, then 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 Property after the expiration or sooner termination of the Term of this Lease, in addition to any sums payable pursuant to the Subleased Premises by Sublesseeforegoing indemnity, and otherwise restore the Subleased Premises to its condition as one hundred fifty percent (150%) of the Sublease Commencement Date, or such better condition as Fixed Rent and Additional Rent which was payable under this Lease with respect to the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event last month of the Sublessee’s failure Term hereof. Nothing herein contained shall be deemed to remove any permit Tenant to retain possession of Sublessee’s property the Property after the expiration or sooner termination of the Term of this Lease. If Tenant holds over in possession after the expiration or termination of the Term of the Lease, such holding over shall not be deemed to extend the Term or renew this Lease, but the tenancy thereafter shall continue as a tenancy from month to month upon the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, terms and conditions of this Lease at the sole risk of Sublessee, to remove Fixed Rent and store any of Additional Rent as herein increased. Tenant hereby knowingly and voluntarily waives the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment benefit of any sum due hereunder, law or to destroy such property. In statute or equitable right in effect in the event of such failure to vacate state where the Subleased Premises on Property is located which would contravene or limit the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under provisions set forth in this Section 16.3. This provision shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee On the last day of the term of this Lease, including any option term, or upon the sooner termination thereof, Tenant shall peaceably and quietly surrender the Leased Premises and all improvements thereon in the same condition as at the expiration commencement of this Lease, in good order, condition and repair, fire and other unavoidable casualty, and reasonable wear and tear excepted. All alterations, additions, improvements and fixtures which may be made or installed by either Landlord or Tenant upon the Leased Premises, shall remain the property of Landlord and shall remain upon and be surrendered with the Leased Premises as a part thereof, without disturbance, molestation or injury at the termination of the term of this Lease, whether by the elapse of time or otherwise, all without compensation or credit to Tenant. Any personal property not removed by Tenant shall be deemed abandoned and shall become the property of Landlord; provided, that the Landlord shall have the option to effect said removals and Tenant shall pay Landlord, on demand, the cost of removal thereof, with interest at the prime interest rate established by U.S. Bank National Association or its successors or assigns. The delivery to Landlord at the place then fixed for the payment of rent of the keys to the Leased Premises shall constitute surrender of the premises by Tenant and acceptance of the keys by Landlord shall constitute acceptance by Landlord of such surrender. Such acceptance by Landlord shall not constitute a waiver of any rights to recover damages under terms of this Lease. This method of surrender shall not be exclusive and shall be in addition to all other methods of surrender. Anything in this section to the contrary notwithstanding, at any termination of this Sublease remove Lease, Landlord shall have a lien upon all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, of Tenant then located in or upon the Leased Premises to secure the payment of any amounts due from Tenant to Landlord by reason of this Lease or to secure the payment of damages, and Landlord may retain same under Sublessor’s control or to possession of such property until payment in full of said amounts. Said lien shall not be defeated by placing such property in storage. If Tenant has not redeemed said property within ninety (90) days after the termination of said Lease, Landlord may sell such property at public or private sale, sale without notice, any or all of the property not so removed, or further notice to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable forTenant, and shall indemnify, defend and hold Sublessor harmless apply in a reasonable manner determined by Landlord the proceeds of sale to reduce the amounts then owed from and against all damages and holdover rental obligations payable by Sublessor Tenant to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLandlord.

Surrender. Sublessee (a) On the date on which this Lease expires or terminates, Tenant shall at return possession of the Premises to Landlord in the same condition as delivered to Tenant, except for ordinary wear and tear, except for Alterations not required to be removed by Tenant by the terms of this Lease, and except for casualty damage or other conditions that Tenant is not required to remedy under this Lease. Prior to the expiration or other termination of this Sublease Lease, Tenant shall remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any Property all furniture, trade fixtures, equipment, wiring and cabling (unless Landlord directs Tenant otherwise), and all other equipment added personal property installed by Tenant or its assignees or subtenants. Tenant shall repair any damage resulting from such removal and shall restore the Property to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its same condition as of the Sublease Commencement Datedelivered to Tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary normal wear and tear and damage by fire or other casualty thereof only excepted. In Any of Tenant’s personal property not removed as required shall be deemed abandoned, and Landlord, at Tenant’s expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain such property or sale proceeds as its property. If Tenant does not return possession of the Premises to Landlord in the condition required under this Lease, Tenant shall pay Landlord all resulting damages Landlord may suffer. (b) If Tenant remains in possession of the Premises after the expiration or termination of this Lease, Tenant’s occupancy of the Premises shall be that of a tenancy at sufferance. Tenant’s occupancy during any holdover period shall otherwise be subject to the provisions of this Lease (unless clearly inapplicable), except that the monthly installment of Minimum Annual Rent shall be (i) 125% of the monthly installment of Minimum Annual Rent payable for the last full month immediately preceding the holdover for the first 1 month of such holdover period, (ii) 150% of the monthly installment of Minimum Annual Rent payable for the last full month immediately preceding the holdover for the subsequent month of such holdover period, and (iii) 200% of the monthly installment of Minimum Annual Rent payable for the last full month immediately preceding the holdover thereafter. No holdover or payment by Tenant after the expiration or termination of this Lease shall operate to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any holdover by Tenant shall constitute a default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to provide Tenant any notice or cure period, all of the remedies available to Landlord in the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretoa Tenant default, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forfor all damages, and shall indemnifyincluding consequential damages, defend and hold Sublessor harmless that Landlord suffers as a result of the holdover. At Tenant’s advance written request, Landlord agrees to give Tenant thirty (30) days’ prior written notice of any prospective damages that may arise from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive , including as a result of an executed lease for all or part of the expiration or earlier termination of this SubleasePremises after the Term.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from Lease for any reason, Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to Landlord in its condition existing as of the Sublease Commencement Datedate Landlord delivers possession of the Premises to Tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary normal wear and tear and damage by fire or other casualty thereof only excepted, with all interior walls repaired and repainted if marked or damaged, all carpets shampooed and cleaned, all broken, marred or nonconforming acoustical ceiling tiles replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm acceptable to Landlord, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. In Tenant shall remove from the event Premises and the Project all of Tenant's trade fixtures, furniture, moveable equipment and other personal property, and any Alterations which Landlord elects to be removed pursuant to Section 5.3, and shall restore the Premises to its condition prior to their installation, including, without limitation, repairing all damage caused by the installation or removal of any of the Sublessee’s foregoing items. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord's election: (a) conveyed such property to Landlord without compensation or (b) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant's sole cost, without waiving Landlord's right to claim from Tenant all expenses arising out of Tenant's failure to remove any of Sublessee’s property from the Subleased Premisesproperty, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, and without liability to Sublessee for loss Tenant or damage thereto, and at the sole risk of Sublessee, any other person. Landlord shall have no duty to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment be a bailee of any sum due hereunder, or to destroy such personal property. In the event of If Landlord elects to consider such failure to vacate the Subleased Premises on the date and as provided hereinproperty abandoned, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forto Landlord for the costs of: (i) removal of any such Alterations or personal property, (ii) storage, transportation, and shall indemnifydisposition of the same, defend and hold Sublessor harmless (iii) repair and restoration of the Premises, together with interest thereon at the Interest Rate from and against all damages and holdover rental obligations payable the date of expenditure by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLandlord.

Surrender. Sublessee (a) On the date on which this Lease expires or terminates, Tenant shall at return possession of the Premises to Landlord in good condition, except for ordinary wear and tear, and except for casualty damage, acts of Landlord or its Agents or other conditions that Tenant is not required to remedy under this Lease. Prior to the expiration or other termination of this Sublease Lease, Tenant shall remove all Sublessee’s goods and effects from the Subleased Property all furniture, trade fixtures, equipment, wiring and cabling (unless Landlord directs Tenant otherwise), and all other personal property installed by Tenant or its assignees or subtenants. Tenant shall repair any damage resulting from such removal and shall restore the Property to good order and condition. Any of Tenant’s personal property not removed as required shall be deemed abandoned, and Landlord, at Tenant’s expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain such property or sale proceeds as its property. If Tenant does not return possession of the Premises includingto Landlord in the condition required under this Lease, Tenant shall pay Landlord all resulting damages Landlord may suffer. (b) If Tenant remains in possession of the Premises after the expiration or termination of this Lease, Tenant’s occupancy of the Premises shall be that of a tenancy at will. Tenant’s occupancy during any holdover period shall otherwise be subject to the provisions of this Lease (unless clearly inapplicable), except that the Monthly Rent shall be double the Monthly Rent payable for the last full month immediately preceding the holdover. No holdover or payment by Tenant after the expiration or termination of this Lease shall operate to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any holdover by Tenant shall constitute a default on the part of Tenant under this Lease entitling Landlord to exercise, without limitationobligation to provide Tenant any notice or cure period, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as all of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In remedies available to Landlord in the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretoa Tenant default, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forfor all damages, and shall indemnifyincluding consequential damages, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime that Landlord under suffers as a result of the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.

Surrender. Sublessee Subject to Landlord's right to require removal or to elect ownership as hereinafter provided, all Alterations made by Tenant to the Premises shall be the property of Tenant, but shall be considered to be a part of the Premises. Unless Landlord gives Tenant written notice of its election not to become the owner of the Alterations at the end of the term of this Lease, such Alterations shall become the property of Landlord at the end of the term of this Lease. Unless otherwise agreed by Landlord pursuant to Section 13.1 at the time the approval of an Alteration is requested by Tenant, Landlord may require that some or all Alterations be removed prior to the end of the term of this Lease and that any damages caused by such removal be repaired at Tenant's sole expense. On the last day of the term hereof, or on any sooner termination, Tenant shall surrender the Premises (including, but not limited to, all doors, windows, floors and floor coverings, skylights, heating and air conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural elements of the exterior walls and foundation (collectively the "Elements of the Premises")) to Landlord in the same condition it was in on the Original Premises Commencement Date and the Expansion Premises Commencement Date, as applicable, ordinary wear and tear, casualty damage and damages caused by acts of God excepted, clean and free of debris and Tenant's personal property, trade fixtures and equipment. Tenant's personal property shall include all computer wiring and cabling installed by Tenant. Provided, however, if Landlord has not elected to have Tenant remove the Alterations, Tenant shall leave the Alterations at the Premises in good condition and repair, ordinary wear and tear excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant's trade fixtures, furnishings and equipment. Damage to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. If the Premises are not surrendered at the expiration of the term or other earlier termination of this Sublease remove Lease in accordance with the provisions of this section, at Landlord's option, Tenant shall continue to be responsible for the payment of Base Rent and all Sublessee’s goods other amounts due under this Lease until the Premises are so surrendered in accordance with said provisions. Tenant shall indemnify, defend and effects hold Landlord harmless from and against any and all damages, expenses, costs, losses or liabilities arising from any delay by Tenant in so surrendering the Subleased Premises including, without limitation, any furnituredamages, fixturesexpenses, cabling costs, losses or liabilities arising from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and other equipment added losses and damages suffered by Landlord due to lost opportunities to lease any portion of the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Dateany such succeeding tenant or prospective tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseetogether with, ordinary wear in each case, actual attorneys' fees and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasecosts.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease Lease, subject to the normal wear and tear of the Premises, Tenant shall repair any damage to and restore the condition of the Premises in accordance with Section 13.2. Tenant shall also remove all Sublessee’s goods of Tenant's Property and effects shall repair all damage to the Premises, the Building, the Common Area, and the Project caused by the installation or removal of Tenant's Property. In no event shall Tenant remove from the Subleased Premises includingBuilding any mechanical or electrical systems, including without limitation, any furniturepower wiring or power panels, lighting or lighting fixtures, cabling wall coverings, drapes, blinds or other window coverings, carpets or other floor coverings, heaters, air conditioners or any other heating and air conditioning equipment, fencing or security gates, load levelers, dock lights, dock locks or dock seals, or any wiring or any other equipment added aspect of any systems within the Premises, unless Landlord specifically permits or requires such removal in writing. Tenant shall surrender the Premises, together with all keys and security codes, to the Subleased Premises by SublesseeLandlord broom clean, in as good a condition as when received, and otherwise restore in the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseedescribed on Exhibit H attached hereto, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event Conditions existing because of the Sublessee’s Tenant's failure to perform maintenance, repairs or replacements shall not be deemed "reasonable wear and tear”. If Tenant fails to remove any of SublesseeTenant’s property from Property, or to restore the Subleased PremisesPremises to the required condition, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorizedwithin five (5) days after termination of this Lease or Tenant’s right to possession, without liability to Sublessee for loss or damage theretoLandlord, at Tenant’s sole cost and at the sole risk of Sublesseeexpense, shall be entitled (but not obligated) to remove and store any Tenant’s Property and/or perform such restoration of the property at SublesseePremises. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s expenseProperty, except for the negligence or willful misconduct of Landlord, its agents or contractors. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to retain same under Sublessorremove Tenant’s control Property from the Premises or to sell at public or private salestorage, without EXECUTION COPY within 30 days after notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and, at Landlord’s option, title to Tenant’s Property shall vest in Landlord or all Landlord may dispose of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of Tenant’s Property in any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime manner Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasedeems appropriate.

Surrender. Sublessee shall at (a) Subject to the expiration or other terms of Paragraph 21(b) below, upon termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Lease Term or earlier termination of Tenant's right of possession, Tenant shall surrender the Premises includingto Landlord in the same condition as received, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublesseebroom clean, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseein compliance with Addendum 3 attached hereto, ordinary wear and tear and damage casualty loss and condemnation covered by fire Paragraphs 15 and 16 excepted. Any Trade Fixtures and Tenant-Made Alterations not removed by Tenant as permitted or required herein, and any inventory, goods, equipment or other casualty thereof only excepted. In personal property remaining in the event Premises following the termination of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration Term or earlier termination of this SubleaseTenant's right of possession, shall be deemed abandoned and may either, at Landlord's option, (i) be stored, removed, sold and disposed of by Landlord at Tenant's expense, or (ii) be conclusively deemed to have been conveyed by Tenant to Landlord by bi▇▇ ▇f sale with general warranty of title without further payment or credit by Landlord to Tenant. Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and/or disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and obligations concerning the condition and repair of the Premises. (b) Landlord and tenant acknowledge and agree that the space plans attached hereto as Exhibit A-1 generally show the layout of the Premises prior to improvements performed by the tenant under the L-3 Lease, and that Landlord has the right to require L-3 to perform certain removal and repair obligations upon the expiration of the L-3

Surrender. Sublessee No act by Landlord shall at be an acceptance of a surrender of the expiration or other Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. Upon termination of this Sublease remove all Sublesseethe Lease Term or earlier termination of Tenant’s goods and effects from right of possession, Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its Landlord in the same condition as of the Sublease Commencement Datereceived, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseebroom clean, ordinary wear and tear and damage casualty loss and condemnation covered by fire or other casualty thereof only Paragraphs 15 and 16 excepted. Tenant and Landlord shall meet thirty (30) days prior to the schedule expiration date for a joint inspection of the Premises at the time of vacating. In the event of the SublesseeTenant’s failure to remove give such notice or to participate in such joint inspection, Landlord’s inspection shall be deemed conclusive for purposes of determining Tenant’s responsibility for repairs and restoration. No such performance by Landlord shall create any liability on the part of Sublessee’s Landlord whatsoever. Any Trade Fixtures, Tenant-Made Alterations and property from the Subleased Premises, Prime Landlord may proceed not so removed by Tenant as permitted under the Sublease and/or Sublessor is hereby authorizedor required herein shall be deemed abandoned and may be stored, without liability to Sublessee for loss or damage theretoremoved, and disposed of by Landlord at the sole risk of Sublessee, to remove and store any of the property at SublesseeTenant’s expense, or to retain same under Sublessorand Tenant waives all claims against Landlord for any damages resulting from ▇▇▇▇▇▇▇▇’s control or to sell at public or private sale, without notice, any or all retention and disposition of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event All obligations of such failure to vacate the Subleased Premises on the date and Tenant hereunder not fully performed as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during termination of the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and all obligations concerning the condition and repair of the Premises. If Tenant fails to perform any obligation prior to the expiration or earlier termination of this SubleaseLease, Landlord may, but shall not be obligated to, perform such obligation and Tenant shall pay Landlord all costs associated therewith, plus an administrative fee of 10% of such costs, promptly upon Landlord’s delivery to Tenant of an invoice therefor, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of Paragraph 22 shall apply.

Surrender. Sublessee No act by Landlord shall at be an acceptance of a surrender of the expiration or other Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. Upon termination of this Sublease remove all Sublesseethe Lease Term or earlier termination of Tenant’s goods and effects from right of possession, Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its Landlord in the same condition as of the Sublease Commencement Datereceived, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseebroom clean, ordinary wear and tear and damage casualty loss and condemnation covered by fire or other casualty thereof only Paragraphs 15 and 16 excepted. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Premises and shall meet with Landlord for a joint inspection of the Premises at the time of vacating. In the event of the SublesseeTenant’s failure to remove give such notice or to participate in such joint inspection, Landlord’s inspection shall be deemed conclusive for purposes of determining Tenants’ responsibility for repairs and restoration. No such performance by Landlord shall create any liability on the part of Sublessee’s Landlord whatsoever. Any Trade Fixtures, Tenant-Made Alterations required to be removed by Tenant under Paragraph 12 and property from the Subleased Premises, Prime Landlord may proceed not so removed by Tenant as permitted under the Sublease and/or Sublessor is hereby authorizedor required herein shall be deemed abandoned and may be stored, without liability to Sublessee for loss or damage theretoremoved, and disposed of by Landlord at the sole risk of Sublessee, to remove and store any of the property at SublesseeTenant’s expense, or to retain same under Sublessorand Tenant waives all claims against Landlord for any damages resulting from Landlord’s control or to sell at public or private sale, without notice, any or all retention and disposition of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event All obligations of such failure to vacate the Subleased Premises on the date and Tenant hereunder not fully performed as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during termination of the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and all obligations concerning the condition and repair of the Premises. If Tenant fails to perform any obligation prior to the expiration or earlier termination of this SubleaseLease, and such failure continues for more than five (5) business days following written notice from Landlord, Landlord may, but shall not be obligated to, perform such obligation and Tenant shall pay Landlord all costs associated therewith, plus an administrative fee of 5% of such costs, within thirty (30) days following Landlord’s delivery to Tenant of an invoice therefor accompanied by reasonable supporting documentation with respect thereto, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of Paragraph 22 shall apply.

Surrender. Sublessee shall at Tenant shall, upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods Lease, peaceably surrender the Leased Premises, including Tenant Improvements and effects from the Subleased Premises includingTenant's improvements and/or alterations installed pursuant to Article 7.2, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, in a janitorial clean condition and otherwise restore the Subleased Premises to its in as good condition as of the Sublease Commencement Datewhen Tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseetook possession, ordinary except for (i) reasonable wear and tear and damage subsequent to the last repair replacement, restoration, alteration or renewal; (ii) loss by fire or other casualty thereof only exceptedcasualty, and (iii) loss by condemnation. In If Tenant shall abandon or surrender the event Leased Premises, or be dispossessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the Sublessee’s failure Leased Premises shall be deemed abandoned and, at Landlord's option, title shall pass to Landlord under this Lease as by a bill ▇▇ sale. Landlord may, however, if it so elects, remove all or any part of Sublessee’s such personal property from the Subleased Leased Premises and the costs incurred by Landlord in connection with such removal, including storage costs and the cost of repairing any damage to the Leased Premises, Prime the Building and/or the Property caused by such removal shall be paid by Tenant within five (5) days after receipt of Landlord's statement. Upon the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord may proceed as permitted under all keys to the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, Leased Premises and at the sole risk of Sublessee, to remove and store any shall inform Landlord of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment combination of any sum due hereundervaults, or to destroy such property. In the event of such failure to vacate the Subleased Premises locks and safes left on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent Leased Premises. The obligations of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations Tenant under this Section Article 15.2 shall survive the expiration or earlier termination of this SubleaseLease. Tenant shall indemnify Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding Tenant founded on such delay Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Leased Premises for the express purpose of arranging a meeting with Landlord for a joint inspection of the Leased Premises. In the event of Tenant's failure to give such notice or to participate in such joint inspection, Landlord's inspection at or after Tenant's vacation of the Leased Premises shall be conclusively deemed correct for purposes of determining Tenant's liability for repairs and restoration hereunder.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove Lease, Tenant shall surrender the Premises and all Sublessee’s goods Alterations to Landlord broom clean and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its in their condition as of the Sublease Commencement Date, except for normal wear and tear, damage from casualty or condemnation and any changes resulting from approved Alterations that Tenant is not required to remove; provided, however, that prior to the expiration or earlier termination of this Lease Tenant: (i) shall remove all telephone and other cabling installed in the Building by Tenant, all of Tenant’s personal property, furniture, decorations, interior or exterior signs, and Trade Fixtures, and all Alterations that Landlord timely elects in accordance with this Lease to require Tenant to remove; and (ii) shall repair any damage to the Premises, the Building, Common Areas and perform any restoration work caused or occasioned by Tenant’s compliance with this Section. Tenant shall patch and refinish all penetrations made by Tenant or its agents or employees to the floor, walls, or ceiling of the Premises necessitated by Tenant’s removal of Alterations and/or Trade Fixtures, whether or not made or installed with Landlord’s approval. Tenant shall repair or replace all stained or damaged ceiling tiles, wall coverings, and floor coverings to the extent the same require repair or replacement beyond normal wear and tear. All repairs shall be made to Landlord’s reasonable satisfaction. If any such better condition as removal or repair is not completed before the Subleased expiration or earlier termination of the Term, Landlord shall have the right (but no obligation) to cause such removal or repair to be performed and to repair any damage and perform any restoration work caused or occasioned by such removal. Tenant shall pay Landlord on demand for all costs of removal, repair and restoration, for storage of Tenant’s property and for the rental value of the Premises for the period from the end of the Term through the end of the time reasonably required for such removal, repair and restoration. Landlord shall also have the right to retain or dispose of all or any portion of Tenant’s property if Tenant does not pay all such costs and retrieve the property within ten (10) days after notice from Landlord (in which event title to all such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all Claims against Landlord for any damage or loss to Tenant resulting from Landlord’s removal, storage, retention, or disposition of Tenant’s property. Upon expiration or earlier termination of this Lease or of Tenant’s possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other part of the Building and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may have thereafter been placed by Sublesseebe located in the Premises. The term “normal wear and tear,” for purposes of this provision, ordinary shall be construed to mean wear and tear caused to the Premises by the natural aging process that occurs in spite of prudent application of good standards for maintenance and damage by fire repair; and it is not intended, nor shall it be construed, to include items of neglected or other casualty thereof only excepted. In deferred maintenance which would have or should have been attended to during the event Term of the Sublessee’s failure Lease if good standards had been applied to remove any of Sublessee’s property from properly maintain and keep the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, Premises at all times in good condition and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such propertyrepair. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. SublesseeTenant’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee shall at At the expiration of the Term, whether by termination or any other termination manner of this Sublease expiration or cessation of Lessee's right of possession hereunder, Lessee shall vacate the Leased Premises and remove all Sublessee’s Lessee's goods and effects from the Subleased Leased Premises (including, without limitationlimiting the generality of the foregoing, all furniture, Hazardous Materials, waste of any nature, any furnitureand all NOVIRIO LEASE AUGUST 21, fixtures2001 contaminated material [including the neutralization chips] and all signs, cabling stickers and lettering affixed or painted by Lessee, either inside or outside of the Leased Premises, including on floors, doors, walls or cabinetry). Lessee shall deliver to Lessor the Leased Premises (including, without limiting the generality of the foregoing, its plumbing, HVAC, electrical, chemical hoods, benches and neutralization tank systems) and all keys, locks thereto, and other equipment added fixtures connected therewith and all alterations and additions made to or upon the Subleased Leased Premises by Sublessee(provided Lessor does not elect otherwise as provided herein), and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Datein good condition, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof and reasonable wear and tear only excepted. Lessee shall, at its sole cost and expense, repair any and all damage resulting from the removal of any fixtures. In the event of the Sublessee’s Lessee's failure to remove any of Sublessee’s Lessee's property from the Subleased Leased Premises, Prime Landlord may proceed or deliver the Leased Premises in good condition as permitted under the Sublease and/or Sublessor provided herein, Lessor is hereby authorized, without liability to Sublessee Lessee for loss or damage thereto, and at the sole risk of SublesseeLessee, to remove and store any of the property at Sublessee’s Lessee's expense, or to retain the same under Sublessor’s Lessor's control or to sell the same at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date Lessor may make all necessary repairs, maintenance and work which are Lessee's responsibility as provided herein, and charge Lessee as Additional Rent any expenses and obligations which Lessor has incurred in connection herewith (including, without limitation, reasonable attorneys' fees incurred by Lessor in connection herewith). If Lessee fails to vacate the Sublease Rent shallLeased Premises in a timely manner upon the expiration of the Lease Term or any other termination of this Lease, immediately Lessee shall be a tenant-at-sufferance only subject to all the terms and without noticeconditions of this Lease and, accrue and be payable as consideration therefor, shall pay to Lessor commencing on the date of expiration or any earlier termination of the Lease Term at a the rate equal to two one hundred fifty percent (200150%) percent of the Sublease Base Rent and additional last Additional Rent payable during the term hereoflast month of the Lease Term. Sublessee Such payments shall not in any way constitute, or entitle Lessee to, a renewal or extension of this Lease or grant Lessee any right to continue in possession of the Leased Premises, nor shall they limit or be liable for, and shall indemnify, defend and hold Sublessor harmless from and in lieu of any other rights or remedies which Lessor may have against all damages and holdover rental obligations payable by Sublessor to Prime Landlord Lessee under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination terms of this SubleaseLease or under applicable law.

Surrender. Sublessee Section 16.1 Tenant shall, on the last day of the Term, or upon the sooner termination of the Term, quit and surrender to Landlord the Premises vacant, free of all Tenant Personal Property (subject to Landlord’s right to purchase the owned Tenant’s Personal Property or take an assignment of the leased Tenant’s Personal Property pursuant to Section 16.5 hereof), and in good condition and repair, reasonable wear and tear, and damage from condemnation and from Tenant’s election not to restore after casualty, excepted, and Tenant shall remove or demolish all of the fixtures, structures and other improvements which Landlord shall have elected to cause Tenant to remove pursuant to and in accordance with Section 5.7 hereof; provided, however, that at the termination of the Lease, Tenant shall allow the successor tenant to use Tenant’s Personal Property for a reasonable period of time until such successor tenant is able to acquire replacements for such Tenant’s Personal Property, as long as the successor tenant shall pay Tenant the reasonable rental value for such use. Upon the expiration or earlier termination of this Lease, Landlord may, to the extent permitted by Applicable Law, cause the transfer of Health Care Licenses relating to the Facilities and the operation and management of the Facilities and leasing of the Premises to any replacement operator, manager or tenant of the Facilities designated by Landlord and seek the approval of Health Care Regulatory Agencies in connection therewith. In connection with such transfer, Tenant shall cooperate with Landlord (including, if required by Landlord, the execution and delivery of a transfer agreement reasonably acceptable to the parties,) and provide for, at Landlord’s expense, (i) the transfer to the successor tenant of: (A) all federal, state or municipal licenses, certifications, certificates, approvals, permits, variances, waivers, provider agreements and other authorizations certificates that are related to the operation of the Facilities to the extent same are transferable; and (B) all names associated with the Facilities as then known to the general public (but excluding any names that are Tenant Personal Property), (ii) the preparation and filing of all notices reasonably required by Applicable Law in connection with such termination and transfer of operations, (iii) provided that such successor tenant executes an agreement, in form and substance reasonably acceptable to such successor tenant and Tenant, confirming the obligations to maintain such charts and records for a period equal to the longer of the applicable statute of limitations or the period required by applicable laws, the delivery to the successor tenant of all patient charts and resident records along with appropriate patient and resident consents, if necessary, subject to applicable regulations, (iv) the delivery to the successor tenant of such inventories and supplies at commercially reasonable operating levels, upon Tenant’s receipt of payment therefor as otherwise provided in this Lease, and (v) the delivery of copies of all of Tenant’s books and records relating to the Facilities and their operations that are necessary to transition the Facilities to the successor tenant, to Landlord or the successor tenant, within a reasonable time so as to provide continuation of patient or resident care and minimize disruption. Tenant’s obligation to observe and perform this covenant shall survive the expiration or earlier termination of the Term. In the event that Tenant fails to surrender the Premises as aforesaid, in addition to the rights of Landlord under Section 16.3, Landlord shall have the right to exercise the applicable remedies upon the occurrence of an Event of Default. Tenant shall have the right, as long as no Event of Default has occurred and is continuing under this Lease, upon the expiration of the Term (but subject to (a) the temporary use by the successor tenant referred to above and (b) Landlord’s right to purchase the owned Tenant’s Personal Property or takes an assignment of the leased Tenant’s Personal Property pursuant to Section 16.5 hereof), to remove from the Premises all of Tenant’s Personal Property, whether or not the same be attached to the real estate, provided that Tenant shall at its own cost and expense reasonably restore and repair any damage to the Premises caused by the removal of Tenant’s Personal Property. Such removal shall be done upon reasonable advance notice, at a mutually convenient time approved by Landlord and without disruption of the successor tenant’s business operations. Section 16.2 Upon the expiration of the Term, all Base Rent and Supplementary Rent and other items payable by Tenant under this Lease shall be apportioned to the date of termination. Section 16.3 Tenant acknowledges that possession of the Premises must be surrendered to Landlord at the expiration or other sooner termination of the term of this Sublease remove all Sublessee’s goods Lease. The parties recognize and effects agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Subleased Premises includingas aforesaid will be extremely substantial, without limitationwill exceed the amount of the Base Rent and Supplementary Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that, subject to Section 16.4, if possession of the Premises is not surrendered to Landlord upon the expiration or sooner termination of the term of this Lease, then, in addition to any furnitureother rights or remedies available to Landlord under this Lease, fixturesTenant shall pay to Landlord, cabling as liquidated damages for each month and other equipment added for each portion of any month during which Tenant holds over in the Premises after the expiration or sooner termination of the term of this Lease, a sum equal to 125% of the aggregate of the Base Rent and Supplementary Rent which was payable under this Lease with respect to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as last month of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Nothing herein contained shall be liable fordeemed to permit Tenant to retain possession of the Premises after the expiration or sooner termination of the term of this Lease; and in the event of any unauthorized holding over, and Tenant shall indemnify, defend and hold Sublessor harmless from and indemnify each of the Indemnified Parties against all claims for damages by any other lessee or prospective lessee to whom Landlord may have leased all or any part of the Premises effective before or after the expiration or termination of the Term of this Lease; provided, however, that Tenant shall not be responsible for any consequential damages if Tenant surrenders the Premises within ninety (90) days after the expiration or sooner termination of the term of this Lease. If Tenant holds over in possession after the expiration or termination of the term of the Lease, such holding over shall not be deemed to extend the term or renew this Lease, but the tenancy thereafter shall continue as a tenancy from month to month upon the terms and holdover rental obligations payable by Sublessor to Prime Landlord under conditions of this Lease at the Prime Lease by reason Base Rent and Supplementary Rent as herein increased. Tenant hereby waives the benefit of such holdover. Sublessee’s obligations under any Applicable Law which would contravene or limit the provisions set forth in this Section 16.3. This provision shall survive the expiration or earlier termination of this SubleaseLease. Section 16.4 Notwithstanding anything to the contrary contained in this Lease, if pursuant to Applicable Law, Tenant is required to continue to operate the Facilities after the Expiration Date, Tenant shall do so pursuant to Applicable Law, and Tenant shall continue to pay Landlord Base Rent and Supplementary Rent at the rates then in effect under this Lease (subject to the annual Base Rent increases set forth in Section 2.1(c) and Section 24.3). Landlord further agrees that if Tenant is required to continue the operation of any Facility pursuant to this Section 16.4, then at Tenant’s option, Tenant may continue to operate the balance of the Facilities until such time as Tenant is permitted to cease operations of all of the Facilities. The period of time pursuant to which Tenant continues to operate any Facility or Facilities pursuant to this Section 16.4 shall be referred to as the “Extended Operation Period”. Section 16.5 At the expiration or earlier termination of the Lease, Landlord shall have the right to (i) for no consideration, take an assignment of the lessee’s interest in all of the leased Tenant’s Personal Property free and clear of all liens and encumbrances (other than said lease) and (ii) purchase all of Tenant’s Personal Property free and clear of all liens and encumbrances for the fair market value thereof, which right must be exercised by Landlord upon irrevocable written notice to Tenant at least one hundred eighty (180) days prior to the expiration of the Term, or the Extended Operation Period, as applicable. For purposes of determining the fair market value of the owned Tenant’s Personal Property (“Personal Property Fair Market Value”), the following procedure shall apply: (a) If Landlord has timely delivered the aforementioned notice, Tenant shall within fifteen (15) days deliver to Landlord a written notice of Tenant’s determination of the Personal Property Fair Market Value (the “Value Notice”). (b) Within fifteen (15) days after Landlord’s receipt of the Value Notice, Landlord shall give Tenant a notice (“Landlord’s Value Response Notice”) electing either (i) to accept the Personal Property Fair Market Value set forth in the Value Notice, in which case the Personal Property Fair Market Value shall be as set forth in the Value Notice, or (ii) not to accept Tenant’s determination of the Personal Property Fair Market Value set forth in the Value Notice in which case Landlord’s Value Response Notice shall include Landlord’s determination of the Personal Property Fair Market Value, whereupon Landlord and Tenant shall endeavor to agree upon the Personal Property Fair Market Value on or before the date that is thirty (30) days after Tenant’s receipt of Landlord’s Value Response Notice. If Landlord and Tenant are unable to agree upon the Personal Property Fair Market Value within such 30-day period, then the Personal Property Fair Market Value shall be determined in accordance with Section 16.5(c) below. If Landlord fails to deliver Landlord’s Value Response Notice within the 15-day period following its receipt of Tenant’s Value Notice, Landlord shall be conclusively deemed to have rejected Tenant’s determination of the Personal Property Fair Market Value. (c) If Landlord and Tenant shall fail to agree upon the Personal Property Fair Market Value within thirty (30) days of the date of Tenant’s receipt of Landlord’s Value Response Notice, then, within ten (10) Business Days thereafter, Landlord and Tenant each shall give notice to the other setting forth the name and address of an independent appraiser or consultant having at least 10 years experience in the business of appraising or determining the value of personal property comparable to Tenant’s Personal Property in the general location of the Premises. If either party shall fail to give notice of such designation within such 10 Business Day period, then the appraiser chosen shall make the determination alone. If two appraisers have been designated, such two appraisers may consult with each other and shall, not later than the 60th day after Tenant’s receipt of Landlord’s Value Response Notice choose either Landlord’s or Tenant’s determination of the Personal Property Fair Market Value by simultaneously giving written notice thereof to each of Landlord and Tenant, in which case the determination so chosen shall be final and binding upon Landlord and Tenant and their respective Affiliates. If such two appraisers shall fail to concur within such 30-day period, then such two appraisers shall, within the next ten (10) days, designate a third appraiser meeting the above requirements. The third appraiser shall, within thirty (30) days after its designation, choose either Landlord’s or Tenant’s determination (and no other) by simultaneously delivering to Landlord and Tenant signed and acknowledged original counterparts of his or her determination within 7 days thereof, which determination shall be final and binding upon Landlord and Tenant and their respective Affiliates. The determination of the appraisers pursuant to this Section 16.5(c) shall be deemed to be binding arbitration which may be confirmed by court order at the request of either Landlord or Tenant. The parties shall thereafter execute and deliver any instruments of conveyance required to transfer Tenant’s Personal Property pursuant to such appraisers’ determination. (d) The fees, costs and expenses of each party’s appraiser shall be paid by such party. The fees, costs and expenses of the third appraiser shall be shared equally by Landlord and Tenant. If a decision is rendered by a single appraiser due to the other party’s failure to designate an appraiser, then the fees, costs and expenses of the appraiser so rendering the decision shall be shared equally by Landlord and Tenant.

Surrender. Sublessee Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord broom clean and in good condition, except for reasonable wear and tear, damage from Casualty or a Taking not required to be repaired by Tenant, and Landlord’s repair and maintenance obligations; provided, however, that, except as otherwise notified by Landlord, Tenant shall, at its expense prior to the expiration or earlier termination of this Lease, remove from the Premises (a) any Alterations, and (b) all of Tenant’s Personal Property, including all telephone cables and wires, data and telephone equipment, and any other form of Cabling serving the Premises, whether or not installed by Tenant. Any damage to the Premises or the Building caused by such removal shall be repaired promptly by Tenant and, with respect to any Alterations, Tenant shall restore the affected portion of the Premises to its condition existing before the installation of such Alterations (or, at Landlord’s election, to a Building-standard tenant-improved condition as determined by Landlord). If ▇▇▇▇▇▇’s request for ▇▇▇▇▇▇▇▇’s approval of any proposed Alterations contains a request that Landlord identify the portion of such work that Landlord will require Tenant to remove as provided above, then Landlord will, at the time it approves the Alterations, identify such portion thereof, if any, that Landlord will require Tenant to so remove. If, however, at the time Landlord approves any Alterations, Landlord does not for any reason identify the portion thereof required to be removed, Landlord shall be deemed to have required that the Alterations, to the extent the same constitute Above-Standard Improvements, be removed prior to the expiration or termination of this Lease. Tenant shall not be obligated to remove any of the Suite Improvements at the expiration or other sooner termination of the Lease. If Tenant fails to perform its obligations under this Section 24.1 on or before the expiration or earlier termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises includingLease, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and do so at the sole risk of Sublessee, to remove and store any of the property at SublesseeTenant’s expense, or to retain same under Sublessor’s control or to sell in which event Tenant shall reimburse Landlord for such expense within thirty (30) days after written demand accompanied by reasonable supporting documentation, together with interest at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on Default Rate from the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereofsuch expenses were incurred until so paid. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. SublesseeTenant’s obligations under this Section 24.1 shall survive the expiration or earlier termination of this SubleaseLease. Upon the expiration or earlier termination of this Lease and of Tenant’s right to possession, Tenant shall surrender all keys to the Premises or any other part of the Building, and shall make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises.

Surrender. Sublessee shall at (a) At the termination or expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, Lease as to any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as portion of the Sublease Commencement DatePremises, Tenant and its Subtenants shall promptly, peaceably, quietly and in good order quit, deliver up and return the Premises (or such better that portion as to which the Lease has terminated, in the case of a partial termination) in good condition as the Subleased Premises may have thereafter been placed by Sublesseeand repair, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event Except as provided below, Tenant and its Subtenants must remove all of the SublesseeTenant’s failure to remove any of Sublessee’s personal property from the Subleased Premises, Prime Landlord may proceed as permitted under Premises or the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any affected portions of the property at Sublessee’s expense, Premises within three (3) days following the date of termination or expiration of this Lease. All Improvements installed by or for Tenant and each of its Subtenants shall remain in the Premises and shall in no event shall be required to retain same under Sublessor’s control be removed by Tenant or its Subtenants. Tenant shall or shall cause its Subtenants to sell at public or private sale, without notice, repair any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale damage to the payment Concession Premises caused by Tenant’s or its Subtenant’s removal of any sum due hereunderpersonal property, trade fixtures and other items which Tenant or its Subtenants are permitted to destroy such propertyremove. In All the event removal and repair required of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations Tenant under this Section are at Tenant’s sole or its Subtenant’s cost and expense. (b) If Tenant or its Subtenants fail to perform any of their obligations, then the Commissioner may cause the obligations to be performed and Tenant shall survive pay the cost of the performance, together with interest thereon at the Default Rate from and after the date the costs were incurred until receipt of full payment therefor. Tenant shall be permitted to pass through any such costs and expenses to applicable Subtenants as the case may be. Any property of Tenant not or its Subtenants removed by Tenant or its Subtenant’s in accordance herewith is deemed abandoned and the Commissioner may dispose of it as she sees fit, without any liability to Tenant or any other person. (c) Any Improvements remaining in the Premises shall become property of the City, except that all of Tenant’s or its Subtenant’s trade dress, service marks, trademarks and trade names must be removed, obliterated or painted out in a commercially reasonable manner at Tenant’s or its Subtenant’s cost, within three (3) days following the expiration or earlier termination of this Subleasethe Term.

Surrender. Sublessee shall Tenant shall, at the expiration or other earlier termination of the Term, promptly quit and surrender the Premises in good order and condition and in conformity with the applicable provisions of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises includingLease, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary excepting only reasonable wear and tear and damage by fire or other casualty thereof only exceptedinsured casualty. In Tenant shall have no right to hold over beyond the event expiration or earlier termination of the Sublessee’s failure Term and if Tenant shall fail to remove deliver possession of the Premises as herein provided, such occupancy shall constitute a tenancy at sufferance. During any period of Sublessee’s property from occupancy beyond the Subleased Premisesexpiration of the Term the amount of Rent owed to Landlord by Tenant shall automatically become one hundred fifty percent (150%) of the sum of the Rent as those sums are at that time calculated under the provisions of this Lease. If Tenant fails to surrender the space within thirty (30) days of the expiration or earlier termination date of this Lease, Prime Landlord may proceed elect to automatically extend the Term for an additional month or additional year, at Landlord’s option, with a Rent of one hundred fifty percent (150%) of the sum of the Rent as permitted those sums are at that time calculated under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss provisions of this Lease. The acceptance of Rent by Landlord or damage thereto, and at the sole risk failure or delay of Sublessee, to remove and store any Landlord in notifying Tenant or taking possession of the property at Sublessee’s expense, Premises following the expiration or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all sooner termination of the property Term shall not so removedcreate any tenancy rights in Tenant and any such payments by Tenant may be applied by Landlord against its costs and expenses, or to assign such rights to Prime Landlordincluding attorneys’ fees, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and incurred by Landlord as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason result of such holdover. Sublessee’s obligations under Tenant shall also be liable to Landlord for all damage which Landlord suffers because of any holding over by Tenant, and Tenant shall indemnify Landlord against all claims made by any other tenant or prospective tenant against Landlord resulting from delay by Landlord in delivering possession of the Premises to such other tenant or prospective tenant. The provisions of this Section Article 25 shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee shall at 10.1 On the expiration Expiration Date, or other upon the earlier termination of this Sublease remove all Sublessee’s goods or of Subtenant's right to possession of the Sublease Premises, Subtenant shall at once surrender and effects from deliver up the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Sublease Premises to its Sublandlord in the same condition as of existed on the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear and damage by fire approved or other casualty thereof only permitted Alterations, the removal of which is not required pursuant to the express terms and provisions of this Sublease excepted; provided, however, conditions existing because of Subtenant's failure to perform maintenance, repairs or replacements as required of Subtenant under this Sublease shall not be deemed reasonable wear and tear. In Subtenant shall surrender to Sublandlord all keys to the event of the Sublessee’s failure Sublease Premises. 10.2 As between Sublandlord and Subtenant, Subtenant shall not be required to remove any alterations performed by Sublandlord prior to the Sublease Commencement Date or to restore the Sublease Premises to their condition prior to Sublandlord's making of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted such alterations. 10.3 If Sublandlord is required under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, Master Lease to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale alterations performed by Sublandlord prior to the payment of any sum due hereunderExpiration Date, or Subtenant shall permit Sublandlord to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, enter the Sublease Rent shallPremises for a reasonable period of time, immediately subject to such conditions as Subtenant may reasonably impose, for the purpose of removing such alterations and without noticerestoring the Sublease Premises as required by the Master Lease. However, accrue and be payable at a rate equal if either Sublandlord or Subtenant reasonably determines that Sublandlord's entry prior to two hundred (200%) percent the Expiration Date is not compatible with Subtenant's continued use of the Sublease Rent and additional last payable during the term hereof. Sublessee Premises, then Sublandlord's entry shall be liable forpermitted, and but all Rent hereunder shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of be abated during such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaseincompatibility period.

Surrender. Sublessee 15.1 No act or thing done by Landlord or any agent or employee of Landlord during the term hereof shall at be deemed to constitute an acceptance by Landlord of a surrender of the expiration Premises unless such intent is specifically acknowledged in a writing signed by Landlord. The delivery of keys to the Premises to Landlord or other any agent or employee of Landlord shall not constitute a surrender of the Premises or affect a termination of this Sublease remove all Sublessee’s goods lease, whether or not the keys are thereafter retained by Landlord, and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added notwithstanding such delivery Tenant shall be entitled to the Subleased Premises return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by SublesseeTenant, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Datewhether accepted by Landlord or not, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseea mutual termination hereof, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretoshall not work a merger, and at the sole risk option of Sublessee, Landlord shall operate as an assignment to remove and store any Landlord of all subleases or subtenancies affecting the Premises. 15.2 Upon the expiration of the property at Sublessee’s expenseterm of this Lease, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, upon any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease, Tenant shall, subject to the provisions of this section 15, quit and surrender possession of the Premises to landlord in as good order and condition as when Tenant shall, without expense to Landlord, remove or cause to be removed form the premises all debris and rubbish, and such items of furniture, equipment, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting form such removal. 15.3 Whenever Landlord shall re-enter the premises as provided in this lease, any personal property of Tenant not removed by Tenant upon the expiration of the term of this Lease or within 48 hours after a termination by reason of Tenant's

Surrender. Sublessee shall at 24.01 On the expiration last day of the term of this Lease, or other upon any earlier termination of this Sublease remove all Sublessee’s goods Lease, or upon any reentry by Landlord upon the Demised Premises, Tenant shall quit and effects from surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Demised Premises to its Landlord broom clean, in good order, condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, and repair except for ordinary wear and tear and damage by fire or other casualty thereof only exceptedinsured casualty; Tenant shall remove Tenant's property subject to the provisions of Article 14 hereof; and Tenant shall surrender to Landlord all keys to offices, lavatories and mail boxes and all Building identification and parking cards possessed by Tenant's employees. 24.02 In the event Tenant remains in possession of the Demised Premises after the termination of this Lease without the execution by Landlord and Tenant of a new lease, Tenant shall, at Landlord's option, be deemed to be occupying the Demised Premises as a tenant from month to month, at a monthly rental equal to one and one-half (1.5) times the fixed rent and additional rent 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. 24.03 In the event Tenant remains in possession of the Demised Premises following the termination of this Lease and Landlord does not elect to treat Tenant as a month-to-month tenant as provided in the Section 24.02 above, Tenant hereby indemnifies and agrees to hold Landlord harmless from and against any loss, cost, liability, claim, damage, fine, penalty, and expense, including attorneys' fees and disbursements, resulting from such delay by Tenant in surrendering the Demised Premises upon the termination of this Lease as provided in this Article 24, including without limitation, any claims made by any succeeding tenant or prospective tenant based upon such delay. In the event Tenant remains in possession of the Sublessee’s failure to remove Demised Premises for any period of Sublessee’s property from time following the Subleased PremisesExpiration Date, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretoTenant shall be in default, and at in addition to the sole risk of Sublesseerent provided in Section 24.02 hereof, Landlord shall be entitled to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such its rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as remedies provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under in this Section shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee On the last day of the Term of this Lease Agreement or on the sooner termination thereof in accordance with the terms hereof, Tenant shall peaceably surrender the Premises in a condition consistent with Tenant’s duty to make repairs as provided in Article 9 hereof, reasonable wear and tear and damage from casualty loss excepted. On or before said last day, Tenant shall at its expense remove all of its equipment from the Premises, repairing any damage caused thereby, and any property not removed shall be deemed abandoned. All alterations, additions and fixtures other than Tenant’s trade fixtures, which have been made or installed by either Landlord or Tenant upon the Premises shall remain as Landlord’s property and shall be surrendered with the Premises as a part thereof, or shall be removed by Tenant, at the option of Landlord, which option must be exercised in writing at the time such alterations, additions and fixtures are installed, in which event Tenant shall at its expense repair any damage caused thereby. It is specifically agreed that Tenant shall have the right, at Tenant’s option, to surrender and leave in place any and all telephonic, coaxial, ethernet, or other computer, wordprocessing, facsimile, or electronic wiring installed by Tenant within the Premises, at the expiration of the Term. If the Premises are not surrendered at the end of the Term or other the sooner termination of this Sublease remove all Sublessee’s goods and effects thereof, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Subleased Premises Premises, including, without limitation, claims made by any furniture, fixtures, cabling and other equipment added to succeeding tenant founded on such delay. Tenant shall promptly surrender all keys for the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the place then fixed for payment of rental and shall inform Landlord of combinations on any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises locks and safes on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleasePremises.

Surrender. Sublessee shall at 10.1. On the expiration Expiration Date, or other upon the earlier termination of this Sublease remove all Sublesseeor of Subtenant’s goods right to possession of the Sublease Premises, Subtenant shall at once surrender and effects from deliver up the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Sublease Premises to its Sublandlord in materially the same condition as existed on the earlier of the Early Access Date and Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary excepting reasonable wear and tear tear, damage and/or destruction from casualty or condemnation, Hazardous Materials (other than those released by or brought into the Sublease Premises by Subtenant or any of Subtenant’s employees, agents, contractors or invitees), repairs not Subtenant’s responsibility under this Sublease, and damage by fire approved or other casualty thereof only excepted. In permitted Alterations which are not required to be removed pursuant to the event Master Lease or the express terms and provisions of the Sublesseethis Sublease; provided, however, conditions existing because of Subtenant’s failure to remove any perform maintenance, repairs or replacements as required of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations Subtenant under this Section Sublease shall survive not be deemed “reasonable wear and tear.” At the expiration or earlier termination of this Sublease, Subtenant shall surrender to Sublandlord all keys to the Sublease Premises. 10.2. As between Sublandlord and Subtenant, Subtenant shall not be required to remove any alterations, additions or improvements performed by or at the request of Sublandlord or Master Landlord prior to the earlier of the Sublease Commencement Date and Early Access Date or to restore the Sublease Premises to their condition prior to Sublandlord's or Master Landlord’s making of such alterations, additions or improvements. 10.3. If Sublandlord is required under the Master Lease to remove any alterations performed by Sublandlord prior to the Expiration Date, Subtenant shall permit Sublandlord to enter the Sublease Premises for a reasonable period of time, subject to such conditions as Subtenant may reasonably impose, for the purpose of removing such alterations and restoring the Sublease Premises as required by the Master Lease. However, if either Sublandlord or Subtenant reasonably determines that Sublandlord’s entry prior to the Expiration Date is not compatible with Subtenant’s continued use of the Sublease Premises, then at any time during the last forty-five (45) days of the Sublease Term, either party may terminate this Sublease upon not less than ten (10) days written notice to the other, with such termination to be effective on the date of Sublandlord’s re-entry into the Sublease Premises for the purpose of removing such alterations and restoring the Sublease Premises. In the event Sublandlord enters the Sublease Premises pursuant to the terms of this Paragraph 10.3, Sublandlord shall, during the period of such entry, take all reasonable steps to minimize, to the extent practicable under the circumstances, any disturbance of and/or interference with Subtenant’s business operations in the Sublease Premises. 10.4. At the expiration or earlier termination of this Sublease, Subtenant shall have the right (subject to Master Landlord’s prior written approval, to the extent removal is not expressly permitted under the Master Lease), to remove from the Sublease Premises any specialized tenant improvements and/or equipment installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal.

Surrender. Sublessee shall at Upon the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from Sublease, or upon the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as termination of the Sublease Commencement Dateor of the Tenant’s right to possession of the Premises, or such better Tenant will at once surrender and deliver up the Premises and furniture, together with all improvements thereon, to Landlord in good condition as the Subleased Premises may have thereafter been placed by Sublesseeand repair, ordinary reasonable wear and tear and damage by fire or other casualty thereof only excepted. In the event ; conditions existing because of the SublesseeTenant’s failure to perform maintenance, repairs or replacements as required of Tenant under this Sublease shall not be deemed “reasonable wear and tear”. Said improvements shall include all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment and other articles of personal property used in the operation of the Premises (as distinguished from operations incident to the business of Tenant), provided that Tenant shall have use of all existing furniture within the Premises and shall succeed to any rights Landlord has in such furniture. Unless Tenant has the continued right to occupy the Premises because of its arrangements with the Prime Landlord, Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the explanation of all combination locks which Tenant is permitted to leave on the Premises. All Alterations in or upon the Premises made-by Tenant shall become a part of and shall remain upon the Premises upon such termination without compensation, allowance or credit to Tenant provided, however, that Landlord shall have the right to require Tenant to remove any Alterations made by Tenant, or portion thereof, provided that Landlord gave Tenant notice of Sublessee’s property from such requirement at the Subleased Premisestime Landlord gave consent to such Alterations. Said right shall be exercisable by Landlord giving written notice thereof to Tenant on or before thirty (30) days prior to such expiration or on or before ten (10) days after such termination. Tenant shall also remove any Alterations made by Tenant, or portion thereof, which Prime Landlord may proceed as permitted under require Landlord to remove, pursuant to the Sublease and/or Sublessor is hereby authorizedterms of the Prime Lease. In any such event, without liability to Sublessee for loss Tenant shall repair any damage occasion by such removal or damage theretorestoration. If Landlord or Prime Landlord requires removal of any Alteration made by Tenant, or a portion thereof, and Tenant does not make such removal in accordance with this Section, Landlord may remove the same (and repair any damage occasion thereby), and dispose thereof, or at its election, deliver the sole risk same to any other place of Sublesseebusiness of Tenant, or warehouse the same. Tenant shall pay the costs of such removal, repair, delivery and warehousing on demand. As between Landlord and Tenant, Tenant shall not be required to remove and store any of Alterations performed by Landlord prior to the property at Sublessee’s expense, Commencement Date or to retain same under Sublessor’s control or restore the Premises to sell at public or private sale, without notice, any or all of their condition prior to the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds making of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseAlterations.

Surrender. Sublessee shall at the Tenant shall, upon expiration or other sooner termination of this Sublease remove Lease, surrender the Premises to Landlord in the same condition as existed on the Commencement Date (reasonable wear and tear, losses due to casualty and condemnation and Landlord's repair obligations excepted) with all Sublessee’s goods holes in walls repaired, all HVAC equipment in good operating order and effects from in good repair (reasonable wear and tear, losses due to casualty and condemnation and Landlord's repair obligations excepted), and the Subleased Premises includingin broom clean condition, without limitation, any furniture, fixtures, cabling and other equipment added all to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as reasonable satisfaction of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only exceptedLandlord. In the event of the Sublessee’s failure addition, prior to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease Tenant shall: (a) upon Landlord's request, remove all telephone and other cabling installed in the Building by Tenant; (b) remove from the Premises all Tenant's personal property and trade fixtures, and all property not so removed shall be deemed abandoned by Tenant; and (c) remove all alterations that Landlord has elected to require Tenant to remove ; and Tenant shall repair any damage and perform any restoration work caused by removal of any of the foregoing items. If such removal is not completed within the time periods required herein, Landlord shall have the right (but no obligation) to remove the same and Tenant shall be liable to Landlord for costs of removal of any abandoned trade fixtures or equipment of Tenant, or of any alterations Tenant fails to remove if required by this Lease, together with the cost of returning the Premises to the condition required by this Lease, and the transportation and storage costs of such items. All keys to the Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the lease term. Normal wear and tear, for purposes of this provision, shall be construed to mean wear and tear caused to the Premises by the natural aging process that occurs in spite of application of good standards for maintenance, repair and janitorial practices. It is not intended, nor shall it be construed, to include items of neglected or deferred maintenance which should have been attended to by Tenant in accordance with the requirements of this Lease.

Surrender. Sublessee shall at No later than upon the expiration or other earlier termination of the Term or Tenant's right to possession of the Premises, Tenant shall vacate and surrender the Premises to Landlord in good order and condition and in conformity with the applicable provisions of this Sublease remove all Sublessee’s goods Lease, including without limitation Article 11. Tenant shall have no right to hold over beyond the expiration of the Term, and effects from if Tenant does not vacate as required such failure shall be deemed an Event of Default and Tenant's occupancy shall not be construed to effect or constitute anything other than a tenancy at sufferance. During any period of occupancy beyond the Subleased Premises includingexpiration or earlier termination of the Term the amount of Rent owed by Tenant. a Landlord shall be one hundred fifty percent (150%) of the Rent that would otherwise be due under this Lease, without limitation, prorating for any furniture, fixtures, cabling and other equipment added to partial month of holdover. The acceptance of Rent by Landlord or the Subleased Premises by Sublessee, and otherwise restore failure or delay of Landlord in notifying or evicting Tenant following the Subleased Premises to its condition as expiration or earlier termination of the Sublease Commencement DateTerm shall not create any tenancy rights in Tenant and any such payments by Tenant may be applied by Landlord against its costs and expenses, including reasonable attorneys' fees, incurred by Landlord as a result of such holdover. The provisions of this section shall not constitute a waiver by Landlord of any right of re-entry as set forth in this Lease; nor shall receipt of any Rent or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or any other casualty thereof only excepted. In the event act in apparent affirmance of the Sublessee’s failure tenancy operate as a waiver of Landlord's right to remove any terminate this Lease for a breach of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expenseterms, covenants, or obligations herein on Tenant's part to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such propertybe performed. In the event of such failure addition, if Tenant fails to vacate and surrender the Subleased Premises on the date and as provided hereinherein required, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and Tenant shall indemnify, defend and hold Sublessor harmless Landlord from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason costs, losses, expenses or liabilities incurred as a result of such holdoverfailure, including without limitation, claims made by any succeeding tenant and real estate brokers' claims and reasonable attorneys' fees. Sublessee’s At the end of the Term or sooner termination of Tenant's right to possession of the Premises, Tenant shall, at Landlord's option, remove all furniture, movable trade fixtures and equipment (including telephone security and communication equipment system wiring and cabling) in a good and workmanlike manner so as not to damage the Premises or Building and in such manner so as not to disturb other tenants in the Building. Tenant's obligation to pay Rent and to perform all other Lease obligations under this Section shall survive for the period up to and including the expiration or earlier termination of this SubleaseLease, and the provisions of this Article 19. sha11survive the expiration or earlier termination of this Lease.

Surrender. Sublessee ‌ 22.1 Tenant shall on the last day of the Lease Term or on the sooner termination of this Lease peaceably and quietly surrender and yield up to Landlord the entire Premises including any Work, free and clear of all letting, subleases, occupancies, security agreements, liens or encumbrances (excepting only those which Landlord has specifically consented to remain in effect following the expiration of the Lease Term) in good order and condition, reasonable wear and tear excepted, and subject to the provisions of Articles 17 and 18 hereof. 22.2 On the last day of the Lease Term or on the date of the sooner termination of this Lease, provided no Event of Default by Tenant then exists, Tenant shall have the right to remove its movable personal property (but excluding the personal property of Landlord leased to Tenant pursuant to this Lease) and trade fixtures provided Tenant repairs any damage to the Premises resulting from the removal of same. Any property not removed by Tenant prior to the expiration of the Lease Term shall be deemed abandoned and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without Notice to Tenant and without obligation to account therefor and Tenant shall pay to Landlord upon demand all costs and actual out-of- pocket third party costs and expenses incurred by Landlord in removing, storing or disposing of same and in restoring the Premises. 22.3 If any subtenant of Tenant or anyone holding by, through, or under Tenant should fail to surrender possession of the Premises or any part thereof at the expiration or other earlier termination of this Sublease remove the Lease Term, the same shall constitute a "holding over" by Tenant. 22.4 Tenant agrees it shall indemnify and save Landlord harmless against all Sublessee’s goods and effects costs, claims, loss or liability resulting from delay by Tenant in surrendering the Subleased Premises upon expiration or sooner termination of the Lease Term, including, without limitation, any furnitureclaims made by any succeeding tenant founded on such delay, fixturesbut excluding any delays arising from the gross negligence or willful misconduct of Landlord. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant timely to surrender the Premises will be substantial, cabling will exceed the amount of monthly Annual Rent and other equipment added to the Subleased Premises by SublesseeAdditional Rent theretofore payable hereunder, and otherwise restore the Subleased Premises to its condition as will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Sublease Commencement Date, or such better condition as Premises is not surrendered to Landlord within two (2) days after the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event date of the Sublessee’s failure expiration or sooner termination of the Lease Term, then Tenant will pay Landlord as liquidated damages (i) for each of the first two (2) months during which Tenant holds over in the Premises after expiration or sooner termination of the Lease Term, a sum equal to remove any of Sublessee’s property one and one- half (1 1/2) times the average Annual Rent and Additional Rent which was payable per month (prorated from the Subleased Premises, Prime Landlord may proceed as permitted quarterly payment) under this Lease during the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss six (6) month period preceding such expiration or damage theretotermination of the Lease Term, and at (ii) for the sole risk of Sublessee, to remove and store any period thereafter during which Tenant holds over in the Premises after expiration or sooner termination of the property at Sublessee’s expenseLease Term, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any a sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate per month equal to two hundred and one-half (200%2 1/2) percent times the average Annual Rent and Additional Rent which was payable per month (prorated from the quarterly payment) under this Lease during the six (6) month period preceding such expiration or termination of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s Term. 22.5 Tenant's obligations under this Section Article 22 shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee shall at Upon the expiration or other termination of this Sublease Lease, Tenant shall surrender the Premises and all Tenant Improvements and Alterations to Landlord broom clean and in their original condition, except for reasonable wear and tear, damage from casualty or condemnation and any changes resulting from approved Alterations; provided, however, that prior to the expiration or termination of this Lease Tenant shall remove all Sublessee’s goods telephone and effects other cabling installed in the Building by Tenant and remove from the Subleased Premises includingall Tenant's personal property, without limitationTrade Fixtures and Alterations that Tenant has the right or is required by Landlord to remove under the provisions of this Lease, and repair any furnituredamage caused by such removal. If such removal is not completed before the expiration or termination of the Term, fixturesLandlord shall have the right (but no obligation) to remove the same, cabling and other equipment added Tenant shall pay Landlord on demand for all costs of removal and storage thereof and for the rental value of the Premises for the period from the end of the Term through the end of the time reasonably required for such removal. Landlord shall also have the right to retain or dispose of all or any portion of such property if Tenant does not pay all such costs and retrieve the property within ten (10) days after receipt of notice from Landlord (in which event title to all such property described in Landlord's notice shall be transferred to and vest in Landlord). Tenant waives all Claims against Landlord for any damage or loss to Tenant resulting from Landlord's removal, storage, retention, or disposition of any such property except with respect to Landlord's gross negligence or willful misconduct. Upon expiration or termination of this Lease or of Tenant's possession, whichever is earliest, Tenant shall surrender all keys to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as or any other part of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, Building and shall indemnifydeliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, defend cabinets and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under vaults that may be located in the Prime Lease by reason of such holdoverPremises. Sublessee’s Tenant's obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee shall at On or before the expiration or other earlier termination of this Sublease remove the Term, Tenant shall deliver and surrender exclusive possession of the Premises to Landlord, clear of all Sublessee’s goods subleases, concessions, licenses and effects from other occupancies. Tenant shall surrender the Subleased Premises (including, without limitationbut not limited to, any furnitureall doors, windows, floors and floor coverings, skylights, heating and air conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, cabling electrical systems, lighting facilities, sprinkler systems, fire detection systems and other equipment added to portions of the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its be maintained by Tenant under the terms of this Lease (collectively the “Elements of the Premises”) to Landlord in the same condition as of the Sublease Commencement Date, received or such better condition as the Subleased Premises same may have thereafter been placed be altered, repaired or replaced by SublesseeTenant in accordance with the terms of this Lease, as applicable, ordinary wear and tear and casualty damage excepted, Alterations made by fire or other casualty thereof only Tenant and not required to be removed in accordance with the terms hereof excepted, and clean and free of debris and Tenant’s personal property, trade fixtures and equipment. In the event of the Sublessee’s failure If Tenant fails to remove any Alterations, trade fixtures, equipment or other property required to be removed by the terms of Sublessee’s this Lease, in addition to any other remedies available to Landlord under this Lease or applicable law, Landlord may remove any such property from the Subleased Premises, Prime Landlord may proceed as permitted under Premises and store the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and same elsewhere at the sole expense and risk of SublesseeTenant. Tenant shall, at Tenant’s sole cost and expense, repair any damage to remove the Premises occasioned by the removal of Tenant’s Alterations, trade fixtures, furnishings and store equipment required to be removed by the terms of this Lease. Damage to or deterioration of any Element of the property at Sublessee’s expense, Premises or any other item Tenant is required to retain repair or maintain upon Premises shall not be deemed ordinary wear and tear if the same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable could have been prevented by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasegood maintenance practices.

Surrender. Sublessee shall at Effective as of June 15, 1998 (the expiration or other termination of this Sublease remove all Sublessee’s goods "Surrender Date"), Interactive and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by SublesseeSublandlord each hereby surrenders, and otherwise restore Landlord and Sublandlord hereby accepts the Subleased Premises to its condition surrender of, the Surrender Space under the Original Lease, the Interactive Prime Lease and the Interactive Sublease, as applicable. Landlord also accepts the surrender of the Surrendered Parking Spaces in accordance with the provisions of Section 10 hereof. Except for any obligations expressly set forth herein, Interactive, Sublandlord and Landlord hereby release each other as of the Surrender Date from and against any liability arising under the Original Lease, the Interactive Sublease Commencement and the Interactive Prime Lease relating to the Surrender Space which accrues after the Surrender Date, but not for any liabilities that exist as of the Surrender Date and not for any liability with respect to space subject to the Original Lease, the Interactive Sublease or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or Interactive Prime Lease other casualty thereof only exceptedthan the Surrender Space. In connection with such surrender: (a) Landlord and Sublandlord agree that, effective upon the event Commencement Date of the Sublessee’s failure to remove any of Sublessee’s property from Federal Lease, the Subleased Premises, Prime Landlord may proceed as permitted Base Rent otherwise owing each month under the Sublease and/or Sublessor is hereby authorizedOriginal Lease shall be reduced by $13,618.13 and that Tenant's Pro Rata Share of Operating Expenses and Taxes shall be appropriately reduced to reflect such surrender. (b) Sublandlord and Interactive agree that, without liability to Sublessee for loss or damage thereto, and at effective upon the sole risk of Sublessee, to remove and store any Commencement Date of the property at Sublessee’s expenseFederal Lease, or the Base Rent otherwise owing each month under the Interactive Sublease shall be reduced by $15,131.25 and all other obligations of Interactive under the Interactive Sublease shall be appropriately reduced to retain same reflect such surrender. (c) Landlord and Interactive agree that, effective November 1, 1998, but in no event earlier than the Commencement Date under Sublessor’s control or the Federal Lease, the Base Rent otherwise owing each month under the Interactive Prime Lease, after increase pursuant to sell at public or private sale, without notice, any or all Rider Three of the property not so removedInteractive Prime Lease, or shall be reduced by $17,653.13; the Tenant's Pro Rata Share of Taxes and Operating Expenses, after increase pursuant to assign Rider Three of the Interactive Prime Lease, shall be appropriately reduced to reflect such rights surrender; and any other obligations of Landlord pursuant to Rider Three of the Interactive Prime Landlord, and Lease shall be appropriately reduced to apply the net proceeds of reflect such sale to the payment of any sum due hereunder, or to destroy such propertysurrender. In addition, each of the event of such failure to vacate Original Lease, the Subleased Premises on Interactive Sublease and the date and Interactive Prime Lease shall be deemed terminated with respect to, but only with respect to, the Surrender Space and, except as specifically provided herein, the Sublease Rent shall, immediately Sublandlord and without notice, accrue and be payable at a rate equal Interactive shall fully comply with all obligations of such entity that apply to two hundred (200%) percent such Surrender Space upon the termination or expiration of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.existing

Surrender. Sublessee (a) On the date on which this Lease expires or terminates, Tenant shall at return possession of the Premises to Landlord in good condition, except for ordinary wear and tear, and except for casualty damage or other conditions that Tenant is not required to remedy under this Lease. Prior to the expiration or other termination of this Sublease Lease, and subject to Section 12 above, Tenant shall remove all Sublessee’s goods and effects from the Subleased Property all furniture, trade fixtures and equipment, wiring and cabling (unless Landlord directs Tenant otherwise), and all other personal property installed by Tenant or its assignees or subtenants. Tenant shall repair any damage resulting from such removal and shall restore the Property to good order and condition. Any of Tenant’s personal property not removed as required shall be deemed abandoned, and Landlord, at Tenant’s expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain such property or sale proceeds as its property. If Tenant does not return possession of the Premises includingto Landlord in the condition required under this Lease, Tenant shall pay Landlord all resulting damages Landlord may suffer. (b) If Tenant remains in possession of the Premises after the expiration or termination of this Lease, Tenant’s occupancy of the Premises shall be that of a tenancy at will. Tenant’s occupancy during any holdover period shall otherwise be subject to the provisions of this Lease (unless clearly inapplicable), except that the Monthly Rent shall be one hundred fifty percent (150%) of the Monthly Rent payable for the last full month immediately preceding the holdover for the first two (2) months of holdover and double the Monthly Rent payable for the last full month immediately preceding the holdover. No holdover or payment by Tenant after the expiration or termination of this Lease shall operate to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any holdover by Tenant shall constitute a default on the part of Tenant under this Lease entitling Landlord to exercise, without limitationobligation to provide Tenant any notice or cure period, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as all of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In remedies available to Landlord in the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretoa Tenant default, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forfor all damages, and shall indemnifyincluding consequential damages (to the extent that a holdover lasts more than two (2) months), defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime that Landlord under suffers as a result of the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.

Surrender. Sublessee (a) On the date on which this Lease expires or terminates, Tenant shall at return possession of the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement DateLandlord in good broom-clean condition, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, except for ordinary wear and tear tear, and except for casualty damage by fire or other casualty thereof only exceptedconditions that Tenant is not required to remedy under this Lease. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale Notwithstanding anything to the payment of any sum due hereundercontrary contained in this Lease, or prior to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease (unless Landlord in writing directs Tenant otherwise at least thirty (30) days before the expiration date of the Term or any extension or renewal thereof), Tenant shall remove from the Premises all Alterations (subject to Section 12(a) above) and its FFE, partitions, signage, and all other personal property installed by Tenant or its assignees or subtenants. Tenant shall not be required to remove any improvements made to the Premises as part of Landlord’s Work other than Tenant specific equipment or any unusual configuration for first class office/flex space that was installed to the Premises for Tenant’s specific Use and business operations, and any raised flooring, vaults, and modifications to the Building’s utility and mechanical systems (“Tenant Specific Equipment”). Tenant shall also cap or terminate all telephone, computer and data connections at service entry panels in accordance with all applicable Laws. Tenant shall repair any damage resulting from any and all such removal(s) and shall restore the Premises to good order and the condition existing prior to Landlord’s installation of any such Tenant Specific Equipment and Tenant’s installation of any Alterations and/or FFE. Any of the Alterations, FFE, Tenant Specific Equipment or Tenant’s personal property not removed or restored as required herein shall be deemed abandoned, and Landlord, at Tenant’s expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may see fit and retain such property as its property or sell such property and keep the proceeds. If Tenant does not return possession of the Premises to Landlord in the condition required under this Lease, Tenant shall pay Landlord all resulting damages Landlord may incur. Tenant’s failure to comply with the terms and conditions of this Section 21(a) shall also be deemed an Event of Default by the Tenant under this Lease, entitling Landlord to exercise all legal and equitable remedies available to Landlord. (b) If Tenant remains in possession of the Premises or any part thereof after the expiration or earlier termination of this Lease (“Holdover”), without the written consent of Landlord, Tenant’s occupancy of the Premises shall be that of a tenancy at sufferance. Tenant’s occupancy during any Holdover period shall otherwise be subject to the provisions of this Lease (unless clearly inapplicable), except that the Monthly Rent shall be one hundred fifty percent (150%) of the Monthly Rent payable for the last full month immediately preceding the Holdover for the first month of any such Holdover, and two hundred percent (200%) of the Monthly Rent payable for the last full month immediately preceding the Holdover thereafter, plus in each case, all other charges payable hereunder, and upon all the terms hereof applicable to such a tenancy at sufferance. No Holdover or payment by Tenant after the expiration or termination of this Lease shall operate to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Nothing contained herein shall be deemed to authorize Tenant to remain in occupancy of the Premises after the Expiration Date or sooner termination of the Term. Any provision in this Lease to the contrary notwithstanding, any Holdover by Tenant shall constitute an Event of Default entitling Landlord to exercise, without obligation to provide Tenant any notice or cure period, all of the remedies available to Landlord upon an Event of Default, and, if Tenant fails to surrender the Premises to Landlord on or any time after the Expiration Date in the condition required under this Lease within thirty (30) days after Landlord provides notice to Tenant to vacate (which notice may be provided to Tenant any time prior to the Effective Date, provided, however, in no event shall Tenant be required to surrender the Premises prior to the Expiration Date), Tenant shall also be liable for, and agrees to hold Landlord harmless from and against, all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including attorneys’ fees and consequential damages, that Landlord suffers as a result of the Holdover, including any claims made by any succeeding tenant based on such delay.

Surrender. Sublessee Tenant shall, upon expiration or sooner termination of this Lease, surrender the Premises to Landlord in the same condition as existed on the date Tenant originally took possession thereof (reasonable wear and tear and damage due to causes beyond the reasonable control of Tenant excepted) with all interior walls cleaned, all interior painted surfaces repainted in the original color, if necessary, all holes in walls repaired, all carpets shampooed and cleaned, all HVAC equipment servicing only the Premises in operating order and in good repair, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Tenant shall at such time also surrender to Landlord such alterations (to the Premises) as Landlord does not require Tenant to remove in accordance with Paragraph 7.6 above. Tenant, on or before the expiration or other sooner termination of this Sublease Lease, shall remove all Sublessee’s goods of its personal property and effects trade fixtures from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by SublesseePremises, and otherwise restore all property not so removed shall be deemed abandoned by Tenant. Tenant shall be liable to Landlord for costs of removal of any such abandoned trade fixtures or equipment of Tenant, or of any alterations Tenant fails to remove if so required by Landlord, together with the Subleased cost of returning the Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretodate Tenant originally took possession thereof, and at the sole risk transportation and storage costs of Sublessee, to remove and store any of such items. If the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property Premises are not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable surrendered at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier sooner termination of this SubleaseLease, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including without limitation, any claims made by any succeeding tenant founded on such delay, losses to Landlord due to lost opportunities to lease to succeeding tenants, and attorneys' fees and costs. All keys to the Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Lease term.

Surrender. Sublessee shall at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Upon the expiration or earlier termination of this Sublease, or --------- upon the termination of Subtenant's right to possession of all or any part of the PBOS Licensed/Subleased Area, Subtenant shall at once surrender and deliver up the PBOS Licensed/Subleased Area, together with all improvements thereon and Alterations thereto, to Sublandlord in good condition and repair, reasonable wear and tear excepted, and in any event in at least the condition required under the Prime Lease. Subtenant shall surrender to Sublandlord all keys to any part of the Prime Premises and make known to Sublandlord the combination of all combination locks that Subtenant is permitted to leave on the PBOS Licensed/Subleased Area. All Alterations in or upon the Subleased Premises made by Subtenant shall become a part of and shall remain upon the Subleased Premises upon such termination without compensation, allowance or credit to Subtenant. Subtenant shall also remove any improvements to the Premises, or portions thereof, that Prime Landlord may require Sublandlord to remove pursuant to the terms of the Prime Lease. Further, Subtenant shall remove any telephone, computer or similar cabling or wiring installed in the Building by or on behalf of Subtenant. Subtenant shall restore the Subleased Premises to their condition prior to the making of such Alteration, repairing any damage occasioned by such removal or restoration to Sublandlord's satisfaction on or prior to the end of the Term. If Sublandlord or Prime Landlord requires removal of any improvements to the Premises, or portions thereof, and Subtenant does not make such removal in accordance with this Section, Sublandlord may remove the same (and repair any damage occasioned thereby), and dispose thereof, or at its election, warehouse the same. Subtenant shall pay the costs of such removal, repair and warehousing on demand.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from Lease for any reason; Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to Landlord in its condition existing as of the commencement date under the Proxim Sublease Commencement Dateas to Building A and Building B, or such better condition the Commencement Date under this Lease, as to Building C, as the Subleased Premises case may have thereafter been placed by Sublesseebe, ordinary normal wear and tear and damage by fire or other casualty thereof only excepted, with all interior walls repaired and repainted if marked or damaged, all carpets shampooed and cleaned, all broken, marred or nonconforming acoustical ceiling tiles replaced, all windows washed, the elevators, plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulb or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm acceptable to Landlord, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. In Tenant shall remove from the event Premises all Tenant’s personal property and all of Tenant’s alterations required to be removed pursuant to Section 5E, and restore the Sublessee’s failure Premises to its condition prior to their installation. If Tenant fails to remove any alterations and/or Tenant’s personal property, and such failure continues after the termination of Sublessee’s property from the Subleased Premisesthis Lease, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability retain or dispose of such property and all rights of Tenant with respect to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expenseit shall cease, or to retain same under Sublessor’s control Landlord may place all or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds portion of such sale to the payment of any sum due hereunder, or to destroy such propertyproperty in public storage for Tenant’s account. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forto Landlord for costs of removal of any such alterations and Tenant’s personal property and storage and transportation costs of same, and shall indemnifythe cost of repairing and restoring the Premises, defend and hold Sublessor harmless together with interest at the Interest Rate from and against all damages and holdover rental obligations payable the date of expenditure by Sublessor to Prime Landlord under Landlord. If the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Premises are not so surrendered at the expiration or earlier termination of this SubleaseLease, Tenant shall indemnify Landlord against all loss or liability, including attorneys’ fees and costs, resulting from delay by Tenant in so surrendering the Premises.

Surrender. Sublessee shall at 24.01 On the expiration last day of the Term, or other upon any earlier termination of this Sublease remove all Sublessee’s goods Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and effects from surrender the Subleased Demised Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by SublesseeLandlord broom clean, in good order, condition and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, repair except for ordinary wear and tear and damage by fire or other casualty thereof only excepted. In insured casualty, restored as provided in Section 12.01. 24.02 Prior to such surrender, Tenant shall (a) remove Tenant's Property subject to the event provisions of Article 13 hereof, (b) at Landlord's request, remove from the Demised Premises all improvements, alterations, additions, fixtures and equipment including Tenant's Work attached hereto as Exhibit C, and the emergency standby generator and diesel fuel tank referred to in Article 2, whether such work was performed by Tenant or by Landlord on Tenant's behalf, and whether such additional work consisted of extra or special work or additional items or quantities of Building standard work, and (c) at Landlord's request, repair any damage and make any replacements to the Building or the Demised Premises resulting from or necessitated by such removal, and restore those parts of the Sublessee’s failure Demised Premises from which the removal referred to remove in subparagraphs (a) and (b) above occurred, to a condition which will blend with and be comparable to adjacent areas. Tenant's removal and repair obligations hereunder with respect to the Demised Premises shall extend to the core area or any other part of Sublessee’s property from the Subleased PremisesBuilding where any additional work was performed by or on behalf of Tenant. If Tenant shall fail to perform as provided in this Section 24.02, Prime Landlord may proceed as permitted under shall have the Sublease and/or Sublessor is hereby authorizedright to do so at Tenant's cost and expense, without liability to Sublessee for further notice or demand upon Tenant, and Tenant shall indemnify Landlord against all loss or damage theretoliability resulting therefrom, and at the sole risk of Sublesseeincluding, to remove and store without limitation, any delay in granting occupancy of the property at Sublessee’s expense, or Demised Premises to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasefuture occupant.

Surrender. Sublessee On the last day of the term demised or on the sooner termination thereof, Tenant shall peaceably surrender the leased premises in good order, condition and repair, broom-clean, reasonable wear and tear and casualty loss only excepted. On or before the last day of the term or the sooner termination thereof, Tenant shall, at its expense, remove its trade fixtures, personal property and equipment and signs from the leased premises and any property not removed shall be deemed abandoned. Any damage caused by Tenant in the removal of such items shall be repaired by and at Tenant's expense. All alterations, additions, improvements and fixtures (other than Tenant's trade fixtures and equipment) which shall have been made or installed by either Landlord or Tenant upon the leased premises and all flooring shall remain upon and be surrendered with the leased premises as a part thereof, without disturbance, molestation or injury, and without charge, at the expiration or other termination of this Sublease Lease; provided, however, that Tenant may remove all Sublessee’s goods and effects relocate any heating, ventilating, air conditioning, air handling and other mechanical equipment (whether or not such equipment constitutes a "fixture" under applicable law) that was installed by Tenant at Tenant's expense, provided that Tenant shall repair any roof penetrations or other damages (other than normal wear and tear) that directly result from such removal. If the Subleased Premises leased premises be so surrendered at the end of the term or the sooner termination thereof, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the leased premises, including, without limitation, claims made by any furniture, fixtures, cabling and other equipment added succeeding tenant founded on such delay. Tenant shall promptly surrender all keys for the leased premises to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the place then fixed for payment of rent and shall inform Landlord of combinations of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises locks and safes on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaseleased premises.

Surrender. Sublessee Tenant agrees that on the last day of the Term, or on the sooner termination of this Lease, Tenant shall at surrender the Premises to Landlord (a) in good condition and repair (damage by acts of God, fire, and other casualty, condemnation and normal wear and tear excepted), but with all interior walls painted or cleaned so they appear painted, any carpets cleaned, all floors cleaned and waxed, all non-working light bulbs and ballasts replaced and all roll-up doors and plumbing fixtures in good condition and working order, and (b) otherwise in accordance with Paragraph 32(h). Normal wear and tear shall not include any damage or deterioration to the floors of the Premises arising from the use of forklifts in, on or about the Premises (including, without limitation, any marks or stains on any portion of the floors), and any damage or deterioration that would have been prevented by proper maintenance by Tenant, or Tenant otherwise performing all of its obligations under this Lease. On or before the expiration or other sooner termination of this Sublease Lease, (i) Tenant shall remove all Sublesseeof Tenant’s goods Property (as hereinafter defined) and effects Tenant’s signage from the Subleased Premises, the Building and the Project and repair any damage caused by such removal, and (ii) Landlord may, by notice to Tenant given not later than ninety (90) days prior to the Expiration Date (except in the event of a termination of this Lease prior to the scheduled Expiration Date, in which event no advance notice shall be required), require Tenant at Tenant’s expense to remove any or all Alterations, and to repair any damage caused by such removal. Any of Tenant’s Property not so removed by Tenant as required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and disposition of such property; provided, however, that Tenant shall remain liable to Landlord for all costs incurred in storing and disposing of such abandoned property of Tenant. All Alterations except those which Landlord requires Tenant to remove (including those which Tenant is required to remove pursuant to Paragraph 12(i) below) shall remain in the Premises as the property of Landlord. If the Premises are not surrendered at the end of the Term or sooner termination of this Lease, and in accordance with the provisions of this Paragraph 11 and Paragraph 32(h) below, Tenant shall continue to be responsible for the payment of Rent (as the same may be increased pursuant to Paragraph 35 below) until the Premises are so surrendered in accordance with said Paragraphs, and Tenant shall indemnify, 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 furniture, fixtures, cabling loss or liability resulting from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and other equipment added losses to Landlord due to lost opportunities to lease any portion of the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Dateany such succeeding tenant or prospective tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseetogether with, ordinary wear in each case, actual attorneys’ fees and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasecosts.

Surrender. Sublessee (a) On the date on which this Lease expires or terminates, Tenant shall at return possession of the Premises to Landlord in good condition, except for ordinary wear and tear, and except for casualty damage or other conditions that Tenant is not required to remedy under this Lease. Prior to the expiration or other termination of this Sublease Lease, Tenant shall remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any Property all furniture, trade fixtures, equipment, wiring and cabling and other equipment added to the Subleased Premises by Sublessee(unless Landlord directs Tenant otherwise upon at least sixty (60) days’ prior written notice), and otherwise all other personal property installed by Tenant or its assignees or subtenants. Tenant shall repair any damage resulting from such removal and shall restore the Subleased Premises Property to its condition good order and condition. Any of Tenant’s personal property not removed as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage theretorequired shall be deemed abandoned, and Landlord, at the sole risk of Sublessee, to remove and store any of the property at SublesseeTenant’s expense, may remove, store, sell or to otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain same under Sublessor’s control such property or to sell at public or private sale, without notice, any or all sale proceeds as its property. If Tenant does not return possession of the property not so removedPremises to Landlord in the condition required under this Lease, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred Tenant shall pay Landlord all resulting damages Landlord may suffer. (200%b) percent If Tenant remains in possession of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Premises after the expiration or earlier termination of this Sublease.Lease, Tenant’s occupancy of the Premises shall be that of a tenancy at will. Tenant’s occupancy during any holdover period shall otherwise be subject to the provisions of this Lease (unless clearly inapplicable), except that the Monthly Rent shall be, for the first three (3) months, one hundred and twenty‑five percent (125%) of the Monthly Rent payable for the last full month immediately preceding the holdover and, thereafter, one hundred and fifty percent (150%) of the Monthly Rent payable for the last full month immediately preceding the holdover. No holdover or payment by Tenant after the expiration or termination of this Lease shall operate to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any holdover by Tenant shall constitute a default on the part of Tenant under this Lease entitling 13 QB\129138.00037\24864053.9

Surrender. Sublessee shall at A. On or prior to the expiration or other termination of this Sublease Sublease, whether by expiration, forfeiture, lapse of time or otherwise, or upon the termination of Subtenant’s right of possession, Subtenant shall (i) remove (and restore any damage resulting from such removal) any and all Sublesseeof Subtenant’s goods and effects from the Subleased Premises including, without limitationmovable personal property, any furnitureSubtenant signage and, fixturessubject to Section 31 below, cabling and other equipment added to the Subleased Premises by SublesseeFurniture (as defined below), and otherwise restore (ii) deliver to Sublandlord the Subleased Premises to its in the condition and repair the Premises were in as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear excepted, including, but not limited to, removing and damage by fire restoring any alterations or other casualty thereof only exceptedimprovements which Subtenant undertook at the Premises. In If Subtenant shall fail to timely perform such restoration, removal and repair obligations, Subtenant shall be deemed to be in holdover in the event of the SublesseePremises without Sublandlord’s failure or Prime Landlord’s consent until such restoration, removal and repair is complete. If Subtenant shall fail to remove any of SublesseeSubtenant’s property personal property, including but not limited to the Furniture (to the extent required under Section 31 below), from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor such property shall be deemed abandoned (and Subtenant will be deemed to have relinquished all right, title and interest in such property), and Sublandlord is hereby authorized, without liability to Sublessee Subtenant for loss or damage thereto, and at the sole risk of SublesseeSubtenant, to (a) remove and store any of the such property at SublesseeSubtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain the proceeds from such sale; or to retain same under Sublessor’s control (d) otherwise dispose or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and Except as provided hereinin this Section 17A, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal Subtenant shall have no obligation or liability with respect to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental Sublandlord’s restoration obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason Lease. B. Sublandlord and Subtenant recognize that Sublandlord’s damages resulting from Subtenant’s failure to timely surrender possession of such holdoverthe Premises may be substantial, may exceed the amount of the Base Rent payable hereunder, and will be impossible to accurately measure. Sublessee’s obligations under this Section shall survive Accordingly, if possession of the Premises is not surrendered to Sublandlord on the expiration or earlier termination of this Sublease, in addition to any other rights or remedies Sublandlord may have hereunder or at law, Subtenant shall pay to Sublandlord for each month (or any portion thereof) during which Subtenant holds over in the Premises after the Expiration Date or earlier termination of this Sublease, a sum equal to (i) one hundred fifty percent (150%) of the Rent payable by Sublandlord, as tenant, under the Prime Lease, for the last full calendar month prior to the Expiration Date, for the first three (3) months of such holdover period, and (ii) two hundred percent (200%) of the Rent payable by Sublandlord, as tenant, under the Prime Lease, for the last full calendar month prior to the Expiration Date, for the fourth and each subsequent month of such holdover period. In addition, Subtenant shall otherwise observe, fulfill and perform all of Sublandlord’s obligations under the Prime Lease, including but not limited to, those pertaining to additional rent under the Prime Lease. Subtenant shall indemnify and hold harmless Sublandlord from and against all damages incurred by Sublandlord on account of Subtenant’s holding over. No holding over by Subtenant, nor the payment to Sublandlord of the amounts specified above, shall operate to extend the Term hereof. Nothing herein contained shall be deemed to permit Subtenant to retain possession of the Premises after the Expiration Date or sooner termination of this Sublease, and no acceptance by Sublandlord of payments from Subtenant after the Expiration Date or sooner termination of this Sublease shall be deemed to be other than on account of the amount to be paid by Subtenant in accordance with the provisions of this Paragraph.

Surrender. Sublessee shall at Upon the expiration or other termination of the Term, Tenant will immediately vacate and surrender possession of the Premises in good order, repair and condition, except for ordinary wear and tear. Upon the expiration or other termination of the Term, Tenant agrees, subject to the Surrender Condition Qualification as defined in Section 7.1(h), to remove (a) all Tenant Changes to the Premises, the removal of which Landlord requested or approved according to Section 7.1(h) at the time Landlord consented to their installation, and (b) all of Tenant’s trade fixtures, office furniture, office equipment and other personal property. Tenant will pay Landlord on demand the cost of repairing any damage to the Premises, Building and/or Project caused by the installation or removal of any such items, reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant will be responsible for removing all Telecom Equipment at the expiration or earlier termination of the Term in accordance with Section 26.9 below. If Tenant fails to surrender the Premises on the expiration or earlier termination of this Sublease remove Lease despite demand to do so by Landlord (including upon the expiration of any subsequent month-to-month tenancy pursuant to Section 15.2 below), with such removal and repair obligations completed, then, in addition to Landlord’s rights and remedies under Section 7.2 above and the other provisions of this Lease, Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord harmless from all Sublessee’s goods and effects from the Subleased Premises loss or liability including, without limitation, any furnitureclaims made by any succeeding tenant based thereon, fixtures, cabling and any attorneys’ fees and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as costs of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only exceptedlegal proceedings. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section The foregoing indemnity shall survive the expiration or earlier termination of this SubleaseLease. Tenant’s obligations under this Section 15.1 will survive the expiration or early termination of this Lease and no surrender of possession of the Premises by Tenant will limit Tenant’s liability under this Lease. No act or thing done by Landlord or Landlord’s agents during the Term of this Lease will be deemed an acceptance of a surrender of the Premises, unless in writing signed by Landlord. The delivery of the keys to an employee or agent of Landlord will not operate as a termination of this Lease or a surrender of the Premises.

Surrender. Sublessee Upon the expiration or other termination of this Lease, Tenant shall surrender the Premises to Landlord vacant and broom-clean, with all improvements and Alterations (except as provided below) in their good condition, except for reasonable wear and tear, damage from casualty or condemnation and any changes resulting from approved Alterations; provided, however, that prior to the expiration or termination of this Lease Tenant shall remove from the Premises any Alterations that Tenant is required by Landlord to remove under the provisions of this Lease and all of Tenant's Property and trade fixtures. If such removal is not completed at the expiration or other termination of this Sublease Lease, Landlord may 1005628.07/SF 375170-00002/11-24-16/mrm/mrm -44- remove all Sublessee’s goods the same at Tenant's expense. Any damage to the Premises or the Building caused by such removal shall be repaired promptly by Tenant (including the patching or repairing of damage to ceilings and effects walls, but Tenant shall not be required to re-paint, touch-up paint, fill minor nail holes, etc.) or, if Tenant fails to do so, Landlord may do so at Tenant's expense. The removal of Alterations from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable governed by Sublessor to Prime Landlord under the Prime Lease by reason of such holdoverParagraph 9 above. Sublessee’s Tenant's obligations under this Section paragraph shall survive the expiration or earlier other termination of this SubleaseLease. Upon expiration or termination of this Lease or of Tenant's possession, Tenant shall surrender all keys to the Premises or any other part of the Building and shall make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises.

Surrender. Sublessee shall at the Upon expiration or other sooner termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises includingTerm or Tenant's right to possession of the Premises, without limitation, any furniture, fixtures, cabling and other equipment added to Tenant shall return the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its Landlord in the condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseedelivered to Tenant, ordinary wear and tear and damage by fire or other casualty thereof only or other cause beyond the control of Tenant excepted. In , provided Tenant shall remove the event initial improvements constructed pursuant to Exhibit B hereto, if Landlord elects to have such improvements removed pursuant to Exhibit B requested by Landlord, at Tenant's sole cost and expense, prior to the surrender of the Sublessee’s failure Premises, and restore any portions of the Premises damaged by such removal to the condition required under this paragraph. If Landlord requires Tenant to remove any alterations pursuant to Section 9, then such removal shall be done in a good and workmanlike manner; and upon such removal Tenant shall restore the Premises to its condition prior to the installation of Sublessee’s such alterations, ordinary wear and damage by fire or other casualty or other cause beyond the control of Tenant excepted. If Tenant does not remove such alterations after request to do so by Landlord, Landlord may remove the same and restore the Premises; and Tenant shall pay the cost of such removal and restoration to Landlord upon demand. Tenant shall also remove its furniture, equipment, trade fixtures and all other items of personal property from the Subleased Premises prior to termination of the Term or Tenant's right to possession of the Premises. If Tenant does not remove such items, Prime Tenant shall be conclusively presumed to have conveyed the same to Landlord without further payment or credit by Landlord to Tenant; or at Landlord's sole option such items shall be deemed abandoned, in which event Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorizedcause such items to be removed and disposed of at Tenant's expense, which shall be 115% of Landlord's actual cost of removal, without liability notice to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately Tenant and without notice, accrue and be payable at a rate equal obligation to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasecompensate Tenant.

Surrender. Sublessee shall at 10.1 On the expiration Expiration Date, or other upon the earlier termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Dateor of Subtenant’s right to possession of the Premises, or such better Subtenant must at once surrender and deliver up the Premises, together with all improvements thereon, to Sublandlord in good condition as the Subleased Premises may have thereafter been placed by Sublesseeand repair, ordinary reasonable wear and tear and damage by fire or other casualty thereof only excepted. In the event ; conditions existing because of the SublesseeSubtenant’s failure to remove any perform maintenance, repairs or replacements as required of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations Subtenant under this Section Sublease will not be deemed “reasonable wear and tear.” 10.2 Subtenant shall survive remove at the expiration or earlier termination of the Term any Subtenant Alterations that Master Landlord requires be removed from the Premises and restore the Premises to the condition existing on the Commencement Date, or such earlier date that the Premises were delivered to Subtenant, and shall repair any and all damage to the Premises resulting from the removal of Subtenant’s Property therefrom and shall remove Subtenant’s articles of personal property and fixtures incident to Subtenant’s business (“Subtenant’s Property”) therefrom. All other Subtenant Alterations in or upon the Premises made by Subtenant will become a part of and will remain upon the Premises upon such termination without compensation, allowance or credit to Subtenant. Subtenant shall repair any damage occasioned by such removal of the Subtenant Alterations or Subtenant’s Property, which obligation will survive termination of this Sublease. If Master Landlord requires removal of any Subtenant Alterations, or a portion thereof, and Subtenant does not remove such, or Subtenant does not remove Subtenant’s Property from the Premises on or before the Expiration Date or the earlier termination of this Sublease, Sublandlord may remove the same (and repair any damage occasioned thereby), and dispose thereof, or at its election, remove and/or store the same. Subtenant shall pay the reasonable costs of such removal, repair and/or storage on demand, and/or Sublandlord may treat any Subtenant’s Property as having been conveyed to Sublandlord with this Sublease acting as a ▇▇▇▇ of sale therefor, without further payment or credit by Sublandlord to Subtenant. 10.3 Subtenant will not be required to remove any alterations or improvements made by Sublandlord. If Sublandlord is required under the Master Lease to remove any such alterations or improvements, Subtenant must permit Sublandlord to enter the Premises for a reasonable period of time, subject to such conditions as Subtenant may reasonably impose, for the purpose of removing such alterations and improvements and restoring the Premises as required by the Master Lease. 10.4 At the end of the Term of this Sublease, unless Subtenant has entered into a direct lease with Master Landlord covering the Premises to commence immediately following the expiration or earlier termination of the Sublease, Subtenant must surrender to Sublandlord all keys to the Premises and make known to Sublandlord the combination of all combination locks that Subtenant is permitted to leave on the Premises.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from Lease for any reason, Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to Landlord in its condition existing as of the Sublease Commencement Datedate Landlord delivers possession of the Premises to Tenant, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary normal wear and tear and damage by fire or other casualty thereof only excepted, with all interior walls repaired if damaged, all broken acoustical ceiling tiles replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulbs or ballasts, the HVAC equipment serviced and repaired by a reputable and licensed service firm acceptable to Landlord, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. In Tenant shall remove from the event Premises and the Project all of Tenant’s trade fixtures, furniture, moveable equipment and other personal property, and any Work which Landlord elects to be removed pursuant to Section 5.D, and shall restore the Premises to their condition prior to their installation, including, without limitation, repairing all damage caused by the installation or removal of any of the Sublesseeforegoing items. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election: (a) conveyed such property to Landlord without compensation or (b) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove any of Sublessee’s property from the Subleased Premisesproperty, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, and without liability to Sublessee for loss Tenant or damage thereto, and at the sole risk of Sublessee, any other person. Landlord shall have no duty to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment be a bailee of any sum due hereunder, or to destroy such personal property. In the event of If Landlord elects to consider such failure to vacate the Subleased Premises on the date and as provided hereinproperty abandoned, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable forto Landlord for the costs of: (i) removal of any such Work or personal property, (ii) storage, transportation, and shall indemnifydisposition of the same, defend and hold Sublessor harmless (iii) repair and restoration of the Premises, together with interest thereon at the Interest Rate from and against all damages and holdover rental obligations payable the date of expenditure by Sublessor to Prime Landlord under Landlord. In addition, if the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Premises are not so surrendered at the expiration or earlier termination of this SubleaseLease, Tenant shall indemnify Landlord against all loss or liability, including reasonable attorneys’ fees and costs, resulting from delay by Tenant in so surrendering the Premises.

Surrender. Sublessee LESSEE shall at the expiration or other termination of this Sublease Lease remove all Sublessee’s of LESSEE's personal property, goods and effects from the Subleased Leased Premises. LESSEE shall deliver to LESSOR the Leased Premises includingand all keys, without limitationlocks, thereto, and other fixtures and equipment connected therewith (excluding LESSEE's trade fixtures and equipment) and all alterations, additions and improvements made to or upon the Leased Premises, including but not limited to any furniture, plumbing and plumbing fixtures, cabling air conditioning equipment and other equipment added ductwork of any type, hoods, exhaust fans or heaters, water coolers, burglar alarms, telephone wiring, telephone equipment, wooden or metal shelving which has been bolted, welded or otherwise attached to any concrete or steel member of the Building, compressors, air or gas distribution piping, and all electrical work, including but not limited to lighting fixtures of any type, wiring, conduit, EMT, distribution panels, bus ducts, raceways, outlets and disconnects.. Notwithstanding any contrary provision of this Lease, at the end of the Lease Term, and absent any default, LESSEE shall have the right to remove from the Leased Premises its trade fixtures and personal property and any fixtures, alterations, additions and improvements installed by LESSEE or at LESSEE's cost and expense subsequent to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition including without limitation the fixtures and equipment listed on Exhibit F hereto, provided that LESSEE shall repair any damage to the Leased Premises caused thereby. LESSEE shall deliver the Leased Premises in as good conditions as existed on the Subleased Premises may have thereafter been placed by SublesseeCommencement Date, ordinary reasonable wear and tear and damage by fire fire, eminent domain, or other casualty thereof only excepted. In the event of the Sublessee’s LESSEE's failure to remove any of Sublessee’s LESSEE's property from the Subleased Premisespremises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor LESSOR is hereby authorized, without liability to Sublessee LESSEE for loss or damage thereto, thereto and * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. at the sole risk of Sublessee, LESSEE to remove and store any of the such property at Sublessee’s LESSEE's expense, or to retain same under Sublessor’s LESSOR'S control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee property which shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor conclusively deemed to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasehave been abandoned.

Surrender. Sublessee (a) Tenant agrees that on the last day of the Term, or on the sooner termination of this Lease, Tenant shall at surrender the Premises to Landlord (i) in good condition and repair (damage by acts of God, fire, and normal wear and tear excepted), but with all interior walls painted or cleaned so they appear painted and, where appropriate, patched, any carpets cleaned, all floors cleaned and waxed, and all plumbing fixtures in good condition and working order and, where appropriate, capped, and (ii) otherwise in accordance with Paragraph 32(h). Normal wear and tear shall not include any damage or deterioration that would have been prevented by proper maintenance by Tenant, or Tenant otherwise performing all of its obligations under this Lease. On or before the expiration or other sooner termination of this Sublease remove Lease, Tenant shall, in accordance with this Paragraph 11, and at Tenant's sole cost and expense, remove, and repair any damage caused by such removal, (A) all Sublessee’s goods of Tenant's Property (as hereinafter defined) and effects Tenant's signage from the Subleased Premises, the Building and the Project and (B) all Tenant Improvements and all Alterations required to be removed pursuant to Paragraph 12 and Exhibit A. Any of Tenant's Property not so removed by Tenant as required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such property; provided, however, that Tenant shall remain liable to Landlord for all costs incurred in storing and disposing of such abandoned property of Tenant. All Tenant Improvements and Alterations except those which Tenant is required to remove pursuant to Paragraph 12 and Exhibit A shall remain in the Premises as the property of Landlord. If the Premises are not surrendered at the end of the Term or sooner termination of this Lease, and in accordance with the provisions of this Paragraph 11 and Paragraph 32(h) below, Tenant shall indemnify, 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 furnitureloss or liability resulting from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and losses to Landlord due to lost opportunities to lease any portion of the Premises to any such succeeding tenant or prospective tenant, fixturestogether with, cabling in each case, actual attorneys' fees and other equipment added costs. (b) Notwithstanding Paragraph 11(a) above, with respect to all R&D Space, as defined below, within the Subleased Premises Premises, Tenant shall, on the last day of the Term or on the sooner termination of this Lease, surrender such space to Landlord as follows: The Allowable R&D Space, as defined below, shall be surrendered to Landlord in the condition specified in Paragraphs 11(a)(i) and (ii), above, except that Tenant shall not be required to paint or patch any interior walls located within the Allowable R&D Space. The Additional R&D Space, as defined below, shall be surrendered to Landlord in the conditions specified in Paragraphs 11(a)(i) and (ii), above. In addition, Tenant shall pay to Landlord on or before the last day of the Term or on the sooner termination of this Lease, the costs, as reasonably determined by SublesseeLandlord, necessary to remove all Tenant Improvements and Alterations required to be removed under Paragraph 12 and Exhibit A, and otherwise restore to surrender the Subleased Premises in a condition ready for Landlord to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds commence build-out of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at space for a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasesucceeding tenant.

Surrender. Sublessee shall at Upon the expiration of the Term, or other upon the termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease or of the Tenant’s right to possession of the Premises, Tenant will at once surrender and deliver up the Premises, together with all improvements thereon, to Landlord in good condition and repair, reasonable wear and tear excepted; conditions existing because of Tenant’s failure to perform maintenance, repairs or replacements as required of Tenant under this Sublease shall not be deemed “reasonable wear and tear.” Said improvements shall include all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment and other articles of personal property used in the operation of the Premises (as distinguished from operations incident to the business of Tenant). Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the explanation of all combination locks which Tenant is permitted to leave on the Premises. All Alterations in or upon the Premises made by Tenant shall become a part of and shall remain upon the Premises upon such termination without compensation, allowance or credit to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove any Alterations made by Tenant to the Premises or portion thereof, so long as Landlord so advises Tenant of the requirement that it remove any Alterations when Landlord approves Tenant’s Alteration plans. Tenant shall also remove any Alterations made by Tenant, or portion thereof, which Prime Landlord may require Landlord to remove, pursuant to the terms of the Prime Lease. In any such event, Tenant shall restore the Premises to their condition prior to the making of such Alteration, repairing any damage occasioned by such removal or restoration. If Landlord or Prime Landlord requires removal of any Alteration made by Tenant, or a portion thereof, and Tenant does not make such removal in accordance with this Section, Landlord may, upon prior notice to the Tenant, remove the same (and repair any damage occasioned thereby), and dispose thereof, or at its election, deliver the same to any other place of business of Tenant, or warehouse the same. Tenant shall pay the reasonable costs of such removal, repair, delivery and warehousing on demand. As between Landlord and Tenant, Tenant shall not be required to remove any Alterations performed by Landlord prior to the Commencement Date or to restore the Premises to their condition prior to the making of such Alterations. If, however, the Term expires at or about the date of the expiration of the Prime Lease, and if Landlord is required under or pursuant to the terms of the Prime Lease to remove any Alterations performed prior to the Commencement Date, or such better condition as Tenant shall permit Landlord to enter the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event for a reasonable period of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale time prior to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent expiration of the Sublease Rent for the purpose of removing its Alterations and additional last payable during restoring the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor Premises as required with no cost or expense to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseTenant.

Surrender. Sublessee shall at the expiration or other Upon termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises includingTerm or Tenant's right to possession of the Premises, without limitation, any furniture, fixtures, cabling and other equipment added to Tenant shall return the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by SublesseeLandlord in good order and condition, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In ; provided, however, that if Tenant is insured (or required pursuant to this Lease to be insured) for any such damage, Tenant shall, at the event election of Landlord, either (i) apply the insurance proceeds (or the amount Tenant would have received as insurance proceeds had Tenant maintained the insurance required pursuant to this Lease) to repair such damage or (ii) surrender such insurance proceeds (or the amount Tenant would have received as insurance proceeds had Tenant maintained the insurance required by this Lease) to Landlord upon surrender of the Sublessee’s failure Premises. If Landlord requires Tenant to remove any alterations pursuant to Section 9, then such removal shall be done in a good and workmanlike manner, and upon such removal Tenant shall restore the Premises to its condition prior to the installation of Sublessee’s such alterations. If Tenant does not remove such alterations after request to do so by Landlord, Landlord may remove the same and restore the Premises, and Tenant shall pay the cost of such removal and restoration to Landlord upon demand. Tenant shall also remove its furniture, equipment, trade fixtures and all other items of personal property from the Subleased Premises prior to termination of the Term or Tenant's right to possession of the Premises. If Tenant does not remove such items, Prime Tenant shall be conclusively presumed to have conveyed the same to Landlord without further payment or credit by Landlord to Tenant, or at Landlord's sole option such items shall be deemed abandoned, in which event Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorizedcause such items to be removed and disposed of at Tenant's expense, which shall be one hundred fifteen percent (115%) of Landlord's actual cost of removal, without liability notice to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately Tenant and without notice, accrue and be payable at a rate equal obligation to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable compensate Tenant except as otherwise required by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleaselaw.

Surrender. Sublessee shall at (a) Subject to the expiration provisions of Section 5.7 hereof, on the Term Expiration Date (or other earlier termination of this Sublease Lease), ▇▇▇▇▇▇ shall quit and surrender possession of the Leased Premises to Landlord in as good order and condition as they were in on the Term Commencement Date, reasonable wear and tear, casualty damage, taking by condemnation and damage by casualty not caused by Tenant, its agents, employees, contractors, subcontractors, invitees and licensees excepted. Reasonable wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant performing all of its obligations under this Lease. Tenant shall, without cost to Landlord, remove all Sublesseefurniture, equipment, trade fixtures, debris and articles of personal property owned by Tenant in the Leased Premises, and shall repair any damage to the Project resulting from such removal. Any such property not removed by Tenant by the Term Expiration Date (or earlier termination of this Lease) shall be considered abandoned, and Landlord may remove any or all of such items and dispose of same in any lawful manner or store same in a public warehouse or elsewhere for the account and at the expense and risk of Tenant. If Tenant shall fail to pay the cost of storing any such property after storage for thirty (30) days or more, Landlord may sell any or all of such property at public or private sale, in such manner and at such times and places as Landlord may deem proper, without notice to or demand upon Tenant. Landlord shall apply the proceeds of any such sale as follows: first, to the costs of such sale; second, to the costs of storing any such property; third, to the payment of any other sums of money which may then or thereafter be due to Landlord from Tenant under any of the terms of this Lease; and fourth, the balance, if any, to Tenant. (b) In addition, on the Term Expiration Date (or earlier termination of this Lease), Tenant shall remove, at its sole cost and expense, all of Tenant’s goods telecommunications lines and effects from the Subleased Premises cabling installed by Tenant, including, without limitation, any furnituresuch lines and cabling installed in the plenum or risers of the Building in compliance with the National Electrical Code (collectively, fixtures“Wires”) and repair all damage caused thereby and restore the Leased Premises or the Building, cabling and other equipment added as the case may be, to their condition existing prior to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as installation of the Sublease Commencement DateWires (“Wire Restoration Work”). Landlord, or at its option, may perform such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear Wire Restoration Work at Tenant’s sole cost and tear and damage by fire or other casualty thereof only exceptedexpense. In the event that Tenant fails to perform the Wire Restoration Work or refuses to pay all costs of the SublesseeWire Restoration Work (if performed by Landlord) within ten (10) days of Tenant’s failure receipt of Landlord’s notice requesting ▇▇▇▇▇▇’s reimbursement for or payment of such costs or otherwise fails to remove any comply with the provisions of Sublessee’s property from the Subleased Premisesthis Section, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss apply all or damage thereto, and at the sole risk of Sublessee, to remove and store any portion of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to Security Deposit toward the payment of any sum due hereunder, costs or expenses relative to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. SublesseeWire Restoration Work or Tenant’s obligations under this Section. The retention or application of such Security Deposit (if any) by Landlord pursuant to this Section does not constitute a limitation on or waiver of Landlord’s right to seek further remedy under law or equity. The provisions of this Section shall survive the expiration or earlier sooner termination of this SubleaseLease.

Surrender. Sublessee On the last day of the Term of this Lease Agreement or on the sooner termination thereof in accordance with the terms hereof, Tenant shall peaceably surrender the Premises in good condition and repair consistent with Tenant’s duty to make repairs as provided in Article 9 hereof. On or before said last day, Tenant shall at its expense remove all of its equipment from the Premises, repairing any damage caused thereby, and any property not removed shall be deemed abandoned. All alterations, additions and fixtures other than Tenant’s trade fixtures, which have been made or installed by either Landlord or Tenant upon the Premises shall remain as Landlord’s property and shall be surrendered with the Premises as a part thereof, or shall be removed by Tenant, at the option of Landlord, in which event Tenant shall at its expense repair any damage caused thereby; provided, however, Tenant shall have no obligation hereunder to remove any of the improvements to the Premises existing as of the date hereof or to remove any alteration, addition or improvement hereafter made to the Premises by or on behalf of Tenant unless within ten (10) days following Tenant’s notice of such alteration, addition or improvement under Article 12 above, Landlord notifies Tenant that removal will be so required. It is specifically agreed that any and all telephonic, coaxial, ethernet, or other computer, wordprocessing, facsimile, or electronic wiring installed by Tenant within the Premises (hereafter “Wiring”) shall be removed at Tenant’s cost at the expiration of the Term, unless Landlord has specifically requested in writing that said Wiring shall remain, whereupon said Wiring shall be surrendered with the Premises as Landlord’s property. If the Premises are not surrendered at the end of the Term or other the sooner termination of this Sublease remove all Sublessee’s goods and effects thereof, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Subleased Premises Premises, including, without limitation, claims made by any furniture, fixtures, cabling and other equipment added to succeeding tenant founded on such delay. Tenant shall promptly surrender all keys for the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the place then fixed for payment of rental and shall inform Landlord of combinations on any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises locks and safes on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleasePremises.

Surrender. Sublessee On the last day of the Term of this Lease Agreement or on the sooner termination thereof in accordance with the terms hereof, Tenant shall peaceably surrender the Premises in good condition and repair consistent with Tenant's duty to make repairs as provided in Article 9 hereof. On or before said last day, Tenant shall at its expense remove all of its equipment from the Premises, repairing any damage caused thereby, and any property not removed shall be deemed abandoned. At the time any alterations, additions, and fixtures, except Tenant's trade fixtures, are constructed or installed on the Premises, Landlord agrees to notify Tenant whether Tenant must remove such alterations, additions, or fixtures at the expiration of the Term. All alterations, additions and fixtures other than Tenant's trade fixtures, which have been made or installed by either Landlord or Tenant upon the Premises which Landlord has identified to remain as Landlord's property shall be surrendered with the Premises as a part thereof. Those alterations, additions, and fixtures, except Tenant's trade fixtures, which Landlord identifies to be removed by Tenant at the expiration of the Term shall, be removed by Tenant at its expense, and Tenant shall repair any damage caused thereby. Notwithstanding the foregoing, Landlord reserves the right, upon thirty (30) days written notice to Tenant prior to the expiration of the Term, to modify its previously articulated requirement as to which alterations, additions, and fixtures must be removed by Tenant at the expiration of the Term, provided this right applies only to alterations, additions and fixtures which Landlord had previously indicated must be removed at the expiration of the Term. It is specifically agreed that any and all telephonic, coaxial, ethernet, or other computer, wordprocessing, facsimile, or electronic wiring installed by Tenant within the Premises (hereafter "Wiring") shall be removed at Tenant's cost at the expiration of the Term, unless Landlord has specifically requested in writing that said Wiring shall remain, whereupon said Wiring shall be surrendered with the Premises as Landlord's property. If the Premises are not surrendered at the end of the Term or the sooner termination of this Sublease remove all Sublessee’s goods and effects thereof, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Subleased Premises Premises, including, without limitation, claims made by any furniture, fixtures, cabling and other equipment added to succeeding tenant founded on such delay. Tenant shall promptly surrender all keys for the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the place then fixed for payment of rental and shall inform Landlord of combinations on any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises locks and safes on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleasePremises.

Surrender. Sublessee shall at the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Upon the expiration or earlier termination of this Sublease.Lease, Tenant shall peaceably leave and surrender the Premises to Landlord broom clean and free of debris and otherwise in the condition in which the Premises are required to be maintained by the terms of this Lease, reasonable wear and tear and damage by casualty which Tenant is not obligated to restore under this Lease excepted. Tenant shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of Rent and shall inform Landlord of the combinations to all locks, safes and vaults in the Premises. Tenant shall, at its expense, remove from the Premises on or prior to expiration or earlier termination of this Lease (i) all furnishings, fixtures and equipment situated thereon, (ii) those Alterations that Tenant is required to remove pursuant to Section 3.3 hereof, and (iii) those items of personalty that Tenant brings into the Premises. Tenant shall not remove any equipment, conduits, fixtures, water, plumbing, electrical, heating, ventilation, air conditioning, lighting, life safety, sprinkler and sewer service to the Premises, (except to the extent such item is an Alteration and Tenant is required to remove the same pursuant to Section 3.3 hereof), all of which together with any other furnishings, fixtures and equipment not removed by Tenant as provided above, shall become the property of Landlord upon the expiration or earlier termination of this Lease and shall be conclusively presumed to have been conveyed to Landlord under this Lease via a ▇▇▇▇ of sale without further payment or credit by Landlord to Tenant. In addition, Tenant shall, at its expense, on or prior to such expiration or earlier termination of this Lease, repair any damage caused by such removal. Any property not so removed that Landlord requires to be removed, may be removed by Landlord and stored and/or retained or sold by Landlord and all the costs of such removal, storage and disposition as well as the cost of repairing any damage caused by such removal, shall be

Surrender. Sublessee shall Upon the termination of this Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Tenant’s right to possession of the Premises, Tenant will at once surrender and deliver the Premises, together with all improvements thereto (including, without limitation, any Alterations (as defined below) as to which Landlord’s consent pursuant to Section 7.2 was specifically conditioned on the removal thereof at the expiration or other earlier termination of the Term) and the Personal Property in good condition and repair, in fully restored operational condition, normal wear and tear and those items for which Landlord is responsible under Section 7.2.1 hereof excepted. Further, if so elected by Landlord as set forth above in Section 1.2, Tenant shall surrender and deliver Tenant’s Equipment, to Landlord at the expiration or earlier termination of this Sublease Lease. At the time of surrender, at its sole cost, Tenant shall remove Tenant's Equipment (subject to Landlord’s Personal Property Option), repair any injury or damage done to the Premises which may result from such removal and restore the Premises to the same or better condition as existed prior to the installation thereof, normal wear and tear excepted. Except as otherwise stated in this Lease, Tenant shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, air conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings and plumbing of the Facility in good operating condition, normal wear and tear excepted. In addition, Tenant shall assist and reasonably cooperate with Landlord in facilitating a smooth transition and transfer of the Facility’s business. Tenant and Landlord hereby acknowledge and agree that, only with the prior consent of Tenant, which may be granted or withheld in the sole and absolute discretion of Tenant, and only if permitted by applicable law, Landlord, or a successor tenant, shall have the right to utilize Tenant’s license, permits and approvals necessary to operate the Facility at the Premises and continuing until such licenses, permits and approvals required for the operation of the Facility at the Premises are obtained by Landlord or a successor tenant, as applicable. Tenant covenants to execute any and all Sublesseedocuments reasonably required by Landlord and any governmental agency in connection with the transfer of the operations of the Facility to Landlord or a successor tenant (at Landlord’s goods and effects from the Subleased Premises election). Any personal property (including, without limitation, any furniture, fixtures, cabling fixtures and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property equipment) not removed from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive or before the expiration or earlier termination of this SubleaseLease shall, at Landlord’s election, be deemed abandoned by the Tenant and title to the same shall thereupon pass to Landlord under this Lease as by a b▇▇▇ of sale, but Tenant shall remain responsible for the cost of removal and disposal of such personal property, as well as any damage caused by such removal.).

Surrender. Sublessee shall at Provided that Lessee does not exercise the purchase option as set forth in Paragraph 28 hereof, upon the expiration of the Initial Term, or other termination any renewal term, or upon demand by Lessor made pursuant to Paragraph 22 of this Sublease remove all Sublessee’s goods and effects from lease, Lessee, at its expense, shall return all, but not less than all, of the Subleased Premises includingEquipment by delivering it to such place or on board such carrier, without limitationpacked for shipping, any furnitureas Lessor may specify. Lessee agrees that the Equipment, fixtureswhen returned, cabling and other equipment added to shall be in the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its same condition as of the Sublease Commencement Datewhen delivered to Lessee, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary reasonable wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, in a condition which will permit Lessor to remove and store be eligible for Manufacturer's standard maintenance contract without incurring any of the property at Sublessee’s expense, expense to repair or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign rehabilitate such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such propertyEquipment. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Lessee shall be liable forfor reasonable and necessary expenses to place the Equipment in such condition. Lessee shall remain liable for the condition of the Equipment until it is received and accepted at the destination designated by Lessor as set forth above. If any items of Equipment are missing or damaged when returned, such occurrence shall be treated as an event of Loss or Damage with respect to such missing or damaged items and shall be subject to the terms specified in Paragraph 15 below. Lessee shall provide Lessor with a Letter of Maintainability from the Manufacturer of the Equipment, which letter shall state that the Equipment will be eligible for the Manufacturer's standard maintenance contract when sold or leased to a third party. Lessee shall give Lessor prior written notice that it is returning the Equipment as provided above, and such notice must be received by Lessor at least 90 days prior to such return. Should Lessee fail to comply with the provisions described above covering surrender, upon expiration of the Initial Term, the term of this lease shall indemnifybe automatically extended for a term of 3 months. Thereafter, defend and hold Sublessor harmless from and against the term of this lease will be extended 4 for subsequent full month periods, on a month to month basis, until Lessee has given at least 90 days written notice terminating this lease. Such termination will take effect upon completion of all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s Lessee's obligations under this Section shall survive lease (including payment of all periodic rental payments due during such 90 day period, as provided in Paragraph 9 of this lease). At any time after the expiration or earlier termination of the Initial Term, if this Subleaselease has been automatically extended as set forth herein, Lessor reserves the right to terminate this lease by 30 days written notice to Lessee.

Surrender. Sublessee The LESSEE shall at the expiration or other termination of this Sublease Lease peaceably give up and surrender the Leased Premises without the requirement of any notice. Further, the LESSEE shall surrender carpeting, any electrical meters, alarm systems, and all fixtures and work (including partitions) in any way built-in or otherwise attached to the Leased Premises, as property of LESSOR, except such trade fixtures and work LESSOR shall direct LESSEE to remove or which LESSEE may remove without causing damages, losses, claims or injuries to persons or property. LESSEE shall restore and repair all damages, losses, and injuries to persons and property including the Premises, and LESSEE shall indemnify, save and hold LESSOR harmless from any and all losses, claims, liabilities, damages, injuries to persons or property, real or personal, and expenses arising from any removal of personal property; which sums shall be paid by LESSEE as Additional Rent. LESSEE shall remove all Sublessee’s goods LESSEE’S good and effects from the Subleased Leased Premises (including, without limitationhereby limiting the generality of the foregoing, any furnitureall signs and lettering affixed or painted by the LESSEE, fixtureseither inside or outside the Leased Premises). LESSEE shall deliver to the LESSOR the Leased Premises in a good and broom clean condition (ready for future occupancy or the next Lessee), cabling shall deliver all keys and locks thereto and other equipment added fixtures connected therewith and all alterations and additions made to or upon the Subleased Premises by SublesseeLeased Premises, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof and reasonable wear and tear only excepted. In the event of the Sublessee’s LESSEE’S failure to remove any of Sublessee’s LESSEE’S property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor LESSOR is hereby authorized, authorized without the liability to Sublessee LESSEE for loss or and damage thereto, and at the sole risk of SublesseeLESSEE, to remove and store any of the property at Sublessee’s LESSEE’S expense, or to retain same under Sublessor’s LESSOR’S control or to sell at public or private sale, without notice, notice of any or all of the property not so removed, or to assign such rights to Prime Landlord, removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In If the event LESSEE fails to surrender, vacate and deliver-up the Premises either after a default, agreement, judgment for possession or at the Lease Termination Date then LESSEE shall pay LESSOR Rent equal to one and half (1 1⁄2) times the Rent in effect at the time of such failure to vacate the Subleased Premises on holdover until the date and as provided hereinthat LESSEE completely vacates the Premises together with all costs, the Sublease Rent shallexpenses, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all consequential damages and holdover rental obligations payable reasonable attorneys’ fees incurred by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLESSOR.

Surrender. Sublessee shall at Upon the expiration or other termination of this Sublease Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Tenants' right to possession of the Leased Premises, Tenant will at once surrender and deliver up the Leased Premises, together with all improvements thereon, to Landlord, broom swept, in good condition and repair, except: (i) ordinary wear and tear (conditions existing because of Tenant's failure to perform maintenance repairs or replacements as required herein or to have in force a maintenance contract required by Section 9.0(b) hereof shall not be deemed ordinary wear and tear); (ii) condemnation; (iii) damage arising from any cause not required to be repaired or replaced by Tenant; and (iv) Alterations which do not constitute Approval Alterations and Approval Alterations which Tenant is not required to remove as set forth in Section 9.1(a). Tenant shall deliver to Agent all Sublessee’s goods and effects from keys to all doors therein. As used herein, the Subleased Premises includingterm "improvements" shall include, without limitation, any furnitureall plumbing, fixtureslighting, cabling electrical, heating, cooling and other equipment added to ventilating fixtures and equipment, and all Alterations (as said term is defined in Section 9.1 hereof) whether or not permitted under Section 9.1. All Alterations, temporary or permanent, made in or upon the Subleased Leased Premises by SublesseeTenant shall become Landlord's property and shall remain upon the Leased Premises on any such termination without compensation, and otherwise restore allowance or credit to Tenant, provided, however, that Landlord shall have the Subleased Premises right to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure require Tenant to remove any Approval Alterations and restore the Leased Premises to their condition prior to the making of Sublessee’s property from such Alterations, repairing any damage occasioned by such removal and restoration to the Subleased Premisesextent that the approval by Landlord of any Approval Alteration was conditioned upon the removal of the same. Said right shall be exercised by Landlord's giving written notice thereof to Tenant on or before ten (10) days after such termination. If Landlord requires removal of any Alterations as set forth in Section 9.1(a) and Tenant does not make such removal in accordance with this Section at the time of such termination, Prime or within ten (10) days after such request, whichever is later, Landlord may proceed as permitted under remove the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or same (and repair any damage theretooccasioned thereby), and dispose thereof or, at its election, deliver the sole risk same to any other place of Sublessee, to remove and store any business of Tenant or warehouse the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of same. Tenant shall pay the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds costs of such sale removal, repair, delivery and warehousing to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises Landlord on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasedemand.

Surrender. Sublessee Tenant agrees on the last day of the Lease Term, or promptly following any sooner termination, to surrender the Premises to Landlord in the condition received by Tenant, reasonable wear and tear, acts of God, casualties, condemnation, Hazardous Materials as defined in Paragraph 17 hereof (other than those stored, used, generated, or disposed of by Tenant, its employees, agents, contractors and invitees in or about the Premises in violation of "Law" as defined in Paragraph 11), and Alterations as defined in Paragraph 10 made by Tenant which Landlord has indicated that Tenant shall not be required to remove, excepted. Tenant agrees to provide plans and connection diagrams complete with termination and initiation points for all phone and communication connections, including but not limited to, network connections and labeling systems for all wiring and cabling of Tenant which is to remain in the Premises at the expiration end of the Lease Term. Tenant shall ascertain from Landlord within one hundred twenty ( 120 ) days before the Expiration Date (or other promptly following any sooner termination of this Sublease Lease) whether Landlord will require Tenant to remove any Alternations made by Tenant at the Premises; If Landlord shall so require, then Tenant shall remove such Alterations as Landlord may designate and shall repair any damage to the Premises occasioned by the removal before the Expiration Date or promptly following any sooner ---------------- *** Material has been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Such material has been filed separately with the Commission. termination at Tenant's sole cost and expense. On or before the end of the Lease Term or promptly following any sooner termination, Tenant shall remove all Sublessee’s goods of its personal property and effects trade fixtures form the Premises, and all property and fixtures not so removed shall be deemed to be abandoned by Tenant. If the Premises are not surrendered at the end of the Lease Term or sooner termination of this Lease in the condition required by this paragraph, Tenant shall indemnify, defend and hold harmless Landlord against loss or liability resulting from delay by Tenant in so surrendering the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises claims made by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or any succeeding tenant founded on such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasedelay.

Surrender. Sublessee shall at On the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration Term or earlier termination of this SubleaseLease, Tenant shall at Tenant's own cost, (a) promptly and peaceably surrender the Leased Premises to Landlord "broom clean," in good order and condition, (b) repair any damage to the Building caused by or in connection with the removal of any property from the Leased Premises by or at the direction of Tenant, (c) repair, patch and paint in a good and workmanlike manner satisfactorily to Landlord all holes and other marks in the floors, walls and ceilings of the Leased Premises, and, (d) deliver all keys to the Leased Premises to Landlord. Before surrendering the Leased Premises, Tenant shall at Tenant's sole cost, remove Tenant's movable personal property and trade fixtures (including signage) only, and all other property shall, unless otherwise directed by Landlord, remain in the Leased Premises as the property of Landlord without prior written consent if such removal will impair the structure of the Building or Tenant is in default under this Lease. If Tenant is in default under this Lease, Landlord shall take a lien on such personal property, trade fixtures and other property as set forth in Section 38-3-1, et seq., of the Utah Code Ann. (or any replacement provisio▇). Landlord may require Tenant to remove any personal property, trade fixtures, other property, alterations, additions and improvements made to the Leased Premises by Tenant or by Landlord for Tenant, and to restore the Leased Premises to their condition at the date of this Lease. All personal property, trade fixtures and other property of Tenant not removed from the Leased Premises on the abandonment of the Leased Premises or on the expiration of the Term or earlier termination of this lease for any cause shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to, and without any obligation to account to Tenant or any other person. Tenant shall pay to Landlord all expenses incurred in connection with the disposition of such property in excess of any amount received by Landlord from such disposition. No surrender of Leased Premises shall be effected by Landlord's acceptance of the keys or of the rent or by any other reasons without Landlord's written acknowledgements of such acceptance as a surrender. Tenant shall not be released from Tenant's obligations under this Lease in connection with surrender of the Leased Premises until Landlord has inspected the Leased Premises and delivered to tenant a written release.

Surrender. Sublessee Upon the expiration or earlier termination of this Lease, Tenant shall at surrender the Premises to Landlord in as good a condition as on the date available for occupancy by Tenant, reasonable wear and tear from the last repair required hereunder, casualty damage and damages caused by Landlord’s failure to make repairs required of Landlord hereunder excepted. Tenant shall have no obligation to remove any alterations, additions or modifications in the Premises upon the expiration or termination of this Lease except as requested by Landlord in connection with its approval as set forth in Section 9 hereof or as required by Section 15 hereof. Any personal property and leasehold improvements remaining in the Premises after the expiration or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises Lease may be disposed of by Sublessee, and otherwise restore the Subleased Premises to its condition Landlord as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately it sees fit and without noticeliability. By the expiration or earlier termination of this Lease, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable forTenant shall, and shall indemnifyhave the absolute right to, defend remove all of Tenant’s Property and hold Sublessor harmless signage from the Premises, and against Tenant shall repair any damage to the Premises caused by the removal of Tenant’s Property and signage. If Tenant fails to so remove Tenant’s Property and signage, Landlord may (but shall not be obligated to) remove Tenant’s Property and signage and store the same and repair all damages damage caused by the removal thereof, all at Tenant’s expense. In that event, Tenant shall reimburse Landlord for all costs and holdover rental obligations payable by Sublessor to Prime expenses incurred in the removal and storage of personal property and signage and the repair of the Premises within ten (10) days after Landlord under notifies Tenant of the Prime Lease by reason amount of such holdoverthe costs and expenses. Sublessee’s obligations under this This Section 25 shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee shall at (a) Upon the expiration or other earlier termination of this Sublease the Term, Tenant shall quit and surrender to Landlord the Building and/or Demised Premises in compliance with all governmental regulations as mentioned herein, broom clean and in good order, in the same condition as of the Commencement Date excepting ordinary wear and tear to painted surfaces and floor coverings, and damage by insured casualty. For purposes of clarification, and not limitation, Tenant’s deferral of routine maintenance or failure to make repairs and any condition to of the Demised Premises which was affected by Tenant’s ordinary business operations, such as, but not limited to, accumulations of grease or dust on walls, ceilings, floors or HVAC equipment, discoloration, staining, pitting or spalling of concrete floor surfaces, damage to walls, columns, bollards or doors or door frames/rails from materials moving equipment such as fork lifts, failure to remove cabling or controls such as, but not limited to, alarm panels, and damage to asphalt parking areas from excessive weight of vehicle or improper use of trailer dollies, shall not constitute ordinary wear and tear. In addition, notwithstanding an exception for reasonable wear and tear, Tenant agrees upon termination of the Lease, the air-conditioning, cooling systems, heating equipment and plumbing and electrical systems shall be in good, operable condition, all light fixtures and bulbs shall be operable, cleaned and in good working order, and the condition of the Building and/or Demised Premises shall be in such a condition upon surrender as though the Tenant made all repairs and replacements as were necessary during the Term and was continuing the operation of its business at the Demised Premises. If requested by Tenant, Landlord shall advise Tenant as to the repairs and restoration to be undertaken by Tenant prior to the expiration of the Term. Tenant shall remove all Sublessee’s goods personal property of Tenant, and effects repair any damage done by the installation or removal of same, as directed by Landlord. Further, Tenant shall remove (i) all its signage from the Subleased walls and doors of the Building and/or Demised Premises and shall restore such walls or doors to the condition they were in prior to the installation of Tenant’s signage (ii) all cable and/or wiring abandoned or to be abandoned by Tenant within the Demised Premises as necessary to comply with current code, rule or regulation, (iii) all debris from the Building and Demised Premises including the cleaning up of the dumpster area(s) and loading dock areas, and (iv) all dumpsters or garbage containers. If the Building and/or Demised Premises is not surrendered in the condition required under this Section, Tenant shall be deemed to be a holdover, without regard to whether or not Tenant is in physical possession or occupancy of all or part of the Demised Premises, and in addition Tenant shall indemnify and defend Landlord against loss or liability resulting from the delay by Tenant in so surrendering the Demised Premises, including, without limitation, any furnitureclaims made by any succeeding occupant founded on such delay. (b) Unless sooner terminated, fixtures, cabling during the last six (6) months of the Term Landlord will inspect the Building and/or Demised Premises and other equipment added advise Tenant of the work required to place the Building and/or Demised Premises in condition for surrender pursuant to the Subleased Premises by Sublessee, and otherwise restore terms of this Section. Landlord’s advice shall be subject to circumstances or events occurring between the Subleased Premises to its condition as date of the Sublease Commencement Dateinspection and the date of surrender, as to which Landlord reserves all rights. (c) If Tenant fails to surrender the Building and/or Demised Premises as required by this Section, Landlord may, at its option, make any repairs or such better condition take other actions so as to perform the Subleased Premises may have thereafter been placed obligations of Tenant and the costs and expenses shall be reimbursed to Landlord by SublesseeTenant upon demand. Additionally, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event if as a result of the Sublessee’s failure fact that Tenant does not surrender the Building and/or Demised Premises in the condition required by this Section, work is required to remove any of Sublessee’s property from be performed, whether by Tenant or Landlord, following the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss expiration or damage thereto, and at the sole risk of Sublessee, to remove and store any earlier termination of the property at Sublessee’s expenseTerm, or Tenant shall be deemed to retain same under Sublessor’s control or be a holdover tenant and shall be liable to sell at public or private sale, without notice, any or all Landlord for payment of the property not so removed, or to assign holdover rent as provided in this Lease. (d) All such rights to Prime remedies of Landlord, and the remedies provided for in Section 15.2, shall be cumulative, and in addition, Landlord may pursue any other remedies that may be permitted by law or in equity. Forbearance or an election by Landlord to apply enforce one or more of the net proceeds remedies herein provided upon an event of default shall not be deemed or construed to constitute an election of remedies, a waiver of any other remedy which may be available or a waiver of such sale to the payment of any sum due hereunder, or to destroy such propertydefault. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s Tenant's obligations under this Section shall survive the expiration or earlier termination of this Subleasethe Lease.

Surrender. Sublessee The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not constitute a merger, and shall, at the expiration or other termination option of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises includingLandlord, without limitation, any furniture, fixtures, cabling and other equipment added operate as an assignment to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as Landlord of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, subleases or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such propertysubtenancies. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Upon the expiration or earlier termination of this SubleaseLease, Tenant agrees to peaceably surrender the Premises to Landlord broom clean and in a state of first- class order, repair and condition, ordinary wear and tear and casualty damage (if this Lease is terminated as a result thereof pursuant to Paragraph 20) excepted, with all of Tenant's personal property and Alterations (as defined in Paragraph 13) removed from the Premises to the extent required under Paragraph 13 and all damage caused by such removal repaired as required by Paragraph 13. In addition, unless otherwise agreed to in writing by Landlord, upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant's sole cost and expense, (i) remove all computer and telephone wiring and cabling installed in the Premises by or for Tenant and (ii) repair any damage caused by such removal. If any such wiring and/or cabling is not so removed pursuant to this Subparagraph 11(a), then at Landlord's option, either such wiring and/or cabling shall become the property of Landlord (without payment by Landlord) or Landlord may remove such wiring and/or cabling at Tenant's expense (without limiting Landlord's other remedies available under this Lease or applicable law). Prior to the date Tenant is to actually surrender the Premises to Landlord, Tenant agrees to give Landlord reasonable prior notice of the exact date Tenant will surrender the Premises so that Landlord and Tenant can schedule a walk-through of the Premises to review the condition of the Premises and identify the Alterations and personal property which are to remain upon the Premises and which items Tenant is to remove, as well as any repairs Tenant is to make upon surrender of the Premises. The delivery of keys to any employee of Landlord or to Landlord's agent or any employee thereof alone will not be sufficient to constitute a termination of this Lease or a surrender of the Premises.

Surrender. Sublessee Upon the expiration or other termination of this Lease, Tenant shall surrender the Premises to Landlord vacant and broom-clean, with all improvements and Alterations (except as provided below) in good condition, except for reasonable wear and tear, damage from casualty or condemnation; provided, however, that prior to the expiration or termination of this Lease Tenant shall remove from the Premises any Alterations that Tenant is required by Landlord to remove under the provisions of Paragraph 9.b. of this Lease and all of ▇▇▇▇▇▇’s personal property (including, without limitation, all voice and data cabling) and unattached trade fixtures. If such removal is not completed at the expiration or other termination of this Sublease Lease, Landlord may remove the same at Tenant’s reasonable expense. Notwithstanding the foregoing, in lieu of removing certain cabling, Tenant shall, at Landlord’s request, abandon and leave in place, without additional payment to Tenant or credit against rent, any cabling (including conduit) designated by Landlord and installed in the Premises or elsewhere in the Building by or on behalf of Tenant (including all Sublesseeconnections for such cabling), in a neat and safe condition in accordance with the requirements of all applicable Legal Requirements, including the National Electric Code or any successor statute, and terminated at both ends of a connector, properly labeled at each end and in each electrical closet and junction box. Any damage to the Premises or the Building caused by such removal shall be repaired promptly by Tenant (including the patching or repairing of ceilings and walls) or, if Tenant fails to do so, Landlord may do so at Tenant’s goods and effects reasonable expense. The removal of Alterations from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, governed by Paragraph 9.b. above. Any failure by ▇▇▇▇▇▇ to timely surrender the Premises as required hereunder shall be deemed a holdover and the provisions of Paragraph 20.b. below shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor apply with respect to Prime Landlord under the Prime Lease by reason of such holdover. SublesseeTenant’s obligations under this Section paragraph shall survive the expiration or earlier other termination of this SubleaseLease. Upon expiration or 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (34) termination of this Lease or of Tenant’s possession, Tenant shall surrender all keys to the Premises or any other part of the Building and shall make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods and effects from Lease, Tenant shall surrender the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement DateLandlord broom-clean and in their original condition, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary except for reasonable wear and tear and damage from casualty or condemnation; provided, however, that prior to the expiration or termination of this Lease, unless directed otherwise by fire Landlord, Tenant shall remove all Alterations, including the Tenant Improvements, all telephone, data and other cabling installed in the Building by Tenant, all Tenant’s personal property and any Trade Fixtures, and repair any damage caused by such removal. If such removal is not completed before the expiration or other casualty thereof only excepted. In the event termination of the Sublessee’s failure Term, Landlord shall have the right (but no obligation) to remove any the same, and Tenant shall pay Landlord on demand for all costs of Sublessee’s property removal and storage thereof and an amount equal to the Holdover Rent for the entire Premises for the period from the Subleased end of the Term through the end of the time reasonably required for such removal. Landlord shall also have the right to retain or dispose of all or any portion of such property if Tenant does not pay all such costs and retrieve the property within ten (10) days after notice from Landlord (in which event title to all such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all Claims against Landlord for any damage or loss to Tenant resulting from Landlord’s removal, storage, retention, or disposition of any such property. Upon expiration or termination of this Lease or of Tenant’s possession, whichever is earliest, Tenant shall: (a) surrender all keys to the Premises or any other part of the Building, (b) deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises, Prime (c) deliver to Landlord may proceed as permitted under all plans and specifications relating to all Alterations made by Tenant during the Sublease term of this Lease to the Building and the Premises, (d) deliver to Landlord all permit applications, permits and permit sign-offs relating to all Alterations made by Tenant during the term of this Lease to the Building and the Premises, (e) deliver to Landlord all permits, licenses, approvals, inspection reports and material correspondence relating to the sprinkler, fire alarm and life safety systems in the Building and the Premises, (f) deliver and assign to Landlord any and all warranties and guaranties relating to any repairs and/or Sublessor is hereby authorized, without liability replacements made by Tenant to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expenseBuilding Systems during the term of the Lease, and (g) work cooperatively with Landlord (but without incurring substantial expense or incurring of any liabilities) to transition the Building Utility Services and Building Systems to Landlord, or to retain same under Sublessor’s control or to sell at public or private salea subsequent tenant, without notice, any or all of the property not so removed, or to assign such rights to Prime as designated by Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. SublesseeTenant’s obligations under this Section shall survive the expiration or earlier termination of this SubleaseLease.

Surrender. Sublessee shall Tenant shall, at the expiration end of the term of --------- this Lease, whether by termination or other termination of this Sublease remove all Sublessee’s goods and effects from the Subleased Premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises by Sublesseeexpiration, and otherwise restore with respect to any areas which are vacated by Tenant due to any partial termination hereof or otherwise, surrender the Subleased Premises in broom clean condition free of any waste or damage caused by Tenant. In addition, with respect to its condition as any portions of the Sublease Premises that were altered or re-configured by Tenant following the Commencement Date, with Landlord's approval thereof conditioned, pursuant to section 7.1 hereof, upon such portion being altered, remodeled or restored, ----------- upon surrender, Landlord may require such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event portions of the Sublessee’s failure Premises to remove any of Sublessee’s property from either, at Tenant's election, (i) be altered and remodeled by Tenant to a white box, marketable condition reasonably agreed to by Landlord, or (ii) be restored to the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any condition of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the Commencement Date of this Lease. If Tenant has constructed any buildings or other improvements on the Property following the Commencement Date, Landlord shall accept such improvements and buildings upon surrender, unless Landlord conditioned its approval for any such improvements or buildings pursuant to section 7.1(a) -------------- hereof upon retrofit or removal at the end of the term in which case Landlord may require Tenant to either, at Tenant's election, (i) reasonably modify non-marketable components of such building or improvements as specified by Landlord, (ii) raze the building (in the case of a building constructed by Tenant) or remove such improvements (in the case of other improvements), clear all debris, render the site safe and sightly, provide documentation reasonably required by Landlord that the subject area is in compliance with all laws, and, to the extent reasonably possible, restore any prior landscaping, sod, parking areas, drives or other improvements which existed prior to Tenant's construction. To the extent any building or other improvement is under construction by Tenant at the time Tenant elects to terminate, Landlord may require Tenant to either, at Tenant's election, (i) complete such construction in accordance with plans reasonably approved by Landlord or (ii) raze the building and improvement, clear all debris, render the site safe and sightly, provide documentation reasonably requested by Landlord that the Premises is in compliance with all laws, and, to the extent reasonably possible, restore any prior landscaping, sod, parking areas, drives or other improvements which existed prior to Tenant's construction. If Tenant fails to complete the work required hereunder prior to the effective date of termination, then Landlord may elect one or more of the following remedies: (i) obtain an injunction to force Tenant to complete the work; (ii) damages; (iii) specific performance; (iv) perform or complete the work and recover the total reasonable cost thereof, including interest on unpaid amounts as provided hereinfor in section 3.4 hereof, from Tenant, or (v) ----------- any other remedy available at law or in equity. If Tenant does not vacate and surrender the Sublease Rent shallPremises upon expiration, immediately and without noticetermination or other vacation provided for hereunder, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee Tenant shall be liable fora holdover tenant, and in which event the provisions of section 2.4 hereof shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdoverapply. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Sublease.-----------

Surrender. Sublessee Section 24.01. On the last day or sooner termination of the Lease, Tenant shall quit and surrender the Demised Premises broom-clean, in good condition and repair, together with all alterations, additions and improvements which may have been made in, on, or to the Demised Premises, except movable furniture or unattached movable trade fixtures put in at the sole expense of the Tenant (provided Tenant has not been in default under this Lease) provided, however, that Tenant shall ascertain from Landlord at least thirty (30) days before the end of the Term whether Landlord desires to have the Demised Premises, or any part thereof, restored to the condition in which it was originally delivered to Tenant, and if Landlord shall so desire, then Tenant, at its own cost and expense, shall restore the same before the end of the Term. Landlord shall, in response to Tenant’s request, or otherwise, advise Tenant as to the repairs and restoration to be undertaken by Tenant prior to the expiration or other of the Lease Term. Tenant shall, at least six (6) months before the end of the Term, advise the New Jersey Department of Environmental Protection and Energy of the termination of Tenant’s use of the premises, and file, with said Department, such information, affidavits, forms, remedial action work plan and such other information as said Department may require and undertake such action or work as required by the Department of Environmental Protection and Energy pertaining to Tenant’s use and occupancy of the premises as it relates to remedial action or a remedial action work plan for the removal of hazardous substances and wastes that remain on the premises demised by reason thereof. Tenant agrees upon termination of the lease, the air-conditioning, cooling systems, heating equipment and plumbing and electrical systems shall be in good, operable condition. All light fixtures and bulbs shall be operable, cleaned and in good working order, rugs cleaned, and the warehouse floor washed and sealed. Tenant shall obtain from Landlord Landlord’s approval as to the sealer used by Tenant. The condition of the building and premises shall be in such a condition upon surrender as though the premises were used exclusively for warehousing and offices, and the Tenant made all repairs and replacements as were necessary during the term of the Lease so that after surrender, the building and premises are in good condition and ready to be re-rented. Tenant and Landlord understand that during the term of this Sublease remove all Sublessee’s goods Lease, the building and effects its equipment may be subject to reasonable wear and tear. However, Landlord and Tenant specifically agree that wear and tear shall not excuse Tenant from undertaking its repair and maintenance obligations, and the provisions as herein provided, by way of example, that the various systems shall be in good operating condition, are intended to be the standard by which the building and its systems shall be returned to Landlord by Tenant. If the Demised Premises is not surrendered as and when aforesaid, Tenant shall indemnify Landlord against loss or liability resulting from the Subleased Premises delay by Tenant in so surrendering the premises including, without limitation, any furniture, fixtures, cabling and other equipment added to the Subleased Premises claims made by Sublessee, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or any succeeding occupant founded on such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepteddelay. In the event of the Sublessee’s failure to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. SublesseeTenant’s obligations under this Section section shall survive the expiration or earlier sooner termination of the Term. In the event Tenant, prior to termination of the Lease, fails to comply with the Rules and Regulations of the Department of Environmental Protection of the State of New Jersey or other applicable Federal agencies having jurisdiction over the storage or use of hazardous substances then, Tenant, at the option of the Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month-to-month, at the monthly rental indicated below. In the event Tenant remains in possession of the Demised Premises after the expiration of the term and without execution of a new Lease, or, Tenant fails to restore the premises, or fails to comply with its other obligations which must be complied with prior to the termination date of the Lease, then Tenant, at the option of the Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month-to-month, at the monthly rental equal to the higher of 150% of market rent plus one-twelfth (1/12th) of all items of Additional Rent such as, but not limited to, taxes, insurance payable or paid during the last lease year or, four (4) times the sum of (i) the Basic Rent payable for the last month of the Term under Article 3 hereof and, (ii) one twelfth (l/12th) of all items of Additional Rent, such as, but not limited to, taxes, insurance payable or paid during the last lease year. Tenant shall on a date no later than six (6) months prior to the termination date of this SubleaseLease obtain from the New Jersey Department of Environmental Protection and Energy (“DEPE”) a non-applicability letter and/or a de minimis quantity exception and/or a negative declaration approval and/or a written determination by DEPE that there are no discharged hazardous materials at the site that occurred during the Lease Term and, if any had occurred, have been remedied in accordance with applicable regulations, such determination presently referred to as a No Further Action letter (“NFA”). If Tenant obtains a non-applicability exemption or otherwise is not required to undertake sampling then Tenant shall, at Landlord’s option, hire a consultant satisfactory to Landlord to undertake sampling in a manner consistent with applicable environmental law sufficient to determine whether or not Tenant’s operations have resulted in any spill or discharge of hazardous substances or waste at the premises. Should the sampling reveal any spills or discharges of a hazardous substance or waste which occurred during the Lease Term, then Tenant shall, at Tenant’s expense, promptly clean up the premises to the satisfaction of the applicable governmental agencies which have jurisdiction of the matter and to the reasonable satisfaction of the Landlord. If Tenant shall fail to comply with the preceding sentence of this subparagraph prior to termination of the Lease, then Tenant’s obligations to pay rent and additional rent shall continue until the earlier of either Landlord rerenting the Premises and a new tenant takes occupancy and commences to pay rent, or such date as Tenant shall comply with the foregoing, such rent to be computed as though the Tenant was occupying the demised premises as a Tenant from month to month as otherwise set forth in the preceding paragraph.

Surrender. Sublessee shall at Upon the expiration or other earlier termination of this Sublease remove all Sublessee’s goods Lease, Tenant shall peaceably leave and effects from surrender the Subleased Leased Premises includingor Affected Premises, without limitationas is applicable, any furnitureto Landlord in the same condition in which the Leased Premises or Affected Premises, fixturesas applicable, cabling and other equipment was at the commencement of this Lease, except as repaired, rebuilt, restored, altered, replaced or added to the Subleased Premises as permitted or required by Sublessee, and otherwise restore the Subleased Premises to its condition as any provision of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublesseethis Lease, ordinary wear and tear and damage by fire from any Casualty or other casualty thereof only Condemnation excepted; provided, however, that with respect to any Casualty Tenant has paid to Landlord the deductible under Paragraph 16(a)(i) or, if applicable, Landlord has received the Termination Amount. In the event of the Sublessee’s failure to Upon such surrender, Tenant shall (a) remove any of Sublessee’s property from the Subleased Leased Premises or Affected Premises, Prime as applicable, Tenant’s Property and Alterations required to be removed pursuant to Paragraph 13 hereof, and (b) repair any damage caused by such removal. Property not so removed shall become the property of Landlord, and Landlord may proceed thereafter cause such property to be removed from the Leased Premises or Affected Premises, as permitted under the Sublease and/or Sublessor is hereby authorized, without liability applicable. The cost of removing and disposing of such property and repairing any damage to Sublessee for loss or damage thereto, and at the sole risk of Sublessee, to remove and store any of the Leased Premises or Affected Premises, if applicable, caused by such removal shall be paid by Tenant to Landlord upon demand. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any such property at Sublessee’s expensewhich becomes the property of Landlord pursuant to this Paragraph 26. Notwithstanding anything to the contrary in this Lease, Tenant shall be under no obligation to patch, repair or replace finish work, such as wallcoverings, paint and carpeting, or to retain same under Sublessorpatch, repair or cover holes in the walls or floor left by the removal of any Alteration or Tenant’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, extent such removal was performed in a reasonable or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive the expiration or earlier termination of this Subleasenormal manner.

Surrender. Sublessee shall at Except as required under Section 23 of the Original Lease (regarding removal of Lines) and except as required under Section 25.5 of the Original Lease and Section 11 above (regarding Units and Package Units) and except for Tenant's obligation to remove all of Tenant's full floor signage (i.e., any signage in the elevator lobby, hallways, or other areas of any full floor leased by Tenant) and Tenant's Building-Top Signage and Tenant's Monument Signage under Section 13 above, upon the expiration or other earlier termination of the Lease, as amended hereby, Tenant shall surrender possession of the Premises to Landlord in as good condition and repair as exists as of the date of this Sublease Seventh Amendment, except for reasonable wear and tear, casualty, condemnation and repairs that are Landlord's express responsibility hereunder. Notwithstanding the foregoing, (a) in the event any Alterations are installed by Tenant in the Premises after the date of this Seventh Amendment which are not approved by Landlord, Tenant shall remove all Sublessee’s goods such non-approved Alterations upon the expiration or earlier termination of the Lease and effects from repair any damage associated with such removal, and (b) in the Subleased event any tenant improvements or Alterations are installed by Tenant in the Premises after the date of this Seventh Amendment (including, without limitation, any furniture, fixtures, cabling and other equipment added Tenant Improvement Work to be installed in the Premises by Tenant in accordance with the Work Letter attached to the Subleased Premises Fifth Amendment as Exhibit A), which are approved by SublesseeLandlord, and otherwise restore the Subleased Premises to its condition as of the Sublease Commencement Date, or such better condition as the Subleased Premises may have thereafter been placed by Sublessee, ordinary wear and tear and damage by fire or other casualty thereof only excepted. In the event of the Sublessee’s failure Tenant shall not be required to remove any of Sublessee’s property from the Subleased Premises, Prime Landlord may proceed as permitted under the Sublease and/or Sublessor is hereby authorized, without liability to Sublessee for loss such Tenant Improvement Work or damage thereto, and at the sole risk of Sublessee, to remove and store any of the property at Sublessee’s expense, or to retain same under Sublessor’s control or to sell at public or private sale, without notice, any or all of the property not so removed, or to assign such rights to Prime Landlord, and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. In the event of such failure to vacate the Subleased Premises on the date and as provided herein, the Sublease Rent shall, immediately and without notice, accrue and be payable at a rate equal to two hundred (200%) percent of the Sublease Rent and additional last payable during the term hereof. Sublessee shall be liable for, and shall indemnify, defend and hold Sublessor harmless from and against all damages and holdover rental obligations payable by Sublessor to Prime Landlord under the Prime Lease by reason of such holdover. Sublessee’s obligations under this Section shall survive Alterations upon the expiration or earlier termination of the Lease. For clarity, nothing contained in this SubleaseSection 14 shall be construed to limit Tenant's obligation to remove the Lines, Units, Package Units, Full Floor Signage or Tenant's Building-Top Signage or Tenant's Monument Signage upon the expiration or earlier termination of the Lease.