Common use of Surrender Clause in Contracts

Surrender. 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 Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shall, on Upon expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, ▇▇▇▇▇▇ shall surrender to Port the Premises in good order, condition, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible repair (except for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable ordinary wear and tear occurring after the last necessary maintenance made by ▇▇▇▇▇▇ and casualty exceptedexcept for destruction or condemnation as described in Sections 17 and 18 hereof). In no event Ordinary wear and tear shall Subtenant remove not include any damage or deterioration that would have been prevented by proper maintenance by Tenant, or Tenant otherwise performing all of the plumbingits obligations under this Lease. The Premises shall be surrendered clean, electricalfree of debris, data lineswaste, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s partHazardous Materials, and free and clear of all liens and encumbrances other than liens and encumbrances existing as of the date of this Lease and any other encumbrances created by Port. On or before the expiration or earlier termination of this Lease, Tenant at its sole cost shall remove from the Premises, and all violations repair any damage caused by removal of, Tenant's Property, including any signage and Alterations and Improvements specified in Port's Notice of any lawRemoval. Except for those designated in Port's Notice of Removal, rule Alterations and Improvements shall remain in the Premises as Port property. If the Premises is not surrendered at the end of the Term or regulation sooner termination of any federalthis Lease, stateand in accordance with the provisions of this Section 25 and Section 13.5, municipal Tenant shall continue to be responsible for the payment of Rent (as the same may be increased pursuant to Section 26.2 or other agency or authority by reason of Subtenant’s actions or failures to fulfill any of its obligations under this Sublease (“Violations”). Subtenant 26.3 below as applicable) until the Premises is surrendered in accordance with these Sections, and Tenant shall indemnify Sublandlord Indemnify Port from and against any and all lossloss or liability resulting from delay by Tenant in so surrendering the Premises including, expensewithout limitation, damage, any costs of Port to obtain possession of the Premises; any loss or attorneys’ fees arising out of Violations occurring liability resulting from any time Claim against Port made by any succeeding tenant or prospective tenant founded on or after resulting from such delay and losses to Port due to lost opportunities to lease any portion of the Commencement DatePremises to any such succeeding tenant or prospective tenant, together with, in each instance, reasonable attorneys' fees and costs. The voluntary No act or other conduct of Port, including, but not limited to, the acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of this Sublease the Premises 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 third parties to all or any part Tenant before the expiration of the Subdemised Premises, but shall, at Term. Only a written notice from Port to Tenant confirming termination of this Lease and surrender of the option Premises by Tenant shall constitute acceptance 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 Sublandlord the surrender of any or all such sub-subleases or sub-subtenancies or such other agreementsthe Premises and accomplish a termination of this Lease.

Surrender. Subtenant 24.01 On the last day of the term of this Lease, or upon any earlier termination of this Lease, or upon any reentry by Landlord upon the Demised Premises, Tenant shall quit and surrender the Demised Premises to Landlord broom clean, in good order, condition and repair except for ordinary wear and tear and damage by fire or other insured 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, on 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 before prospective tenant based upon such delay. In the event Tenant remains in possession of the Demised Premises for any period of time following 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 LeaseTenant shall be in default, and that Subtenant promptly repairs any damage in addition to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this rent provided in Section 4.2 by the Expiration Date24.02 hereof, all such items remaining on the Subdemised Premises after the Expiration Date Landlord shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability entitled to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 rights and remedies provided in this Sublease (“Violations”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant shallUpon the expiration or termination of the final Lease Term, howsoever effected, Tenant shall forthwith surrender the Leased Premises to Landlord or Landlord’s designee, free and clear of all claims, liens, security interests and other encumbrances (except Permitted Encumbrances and other encumbrances approved in writing by Landlord during the Lease Term) and in as good working order and condition as on or before the Expiration Commencement Date, remove ordinary wear and tear excepted. Landlord's Equipment and all personal property, furniture, trade fixtures inventory acquired by Tenant during the Lease term and other equipment, provided that the removal on hand as of the same does not adversely affect the Building structure date of expiration or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant termination shall also be responsible for surrendered to Landlord and all equipment and inventory surrendered shall have an aggregate functional capability at least equal to the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration aggregate functional capability of the Subdemised Premises required under equipment and inventory existing at the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition Facility as of the Commencement Date. At the expiration of the final Lease Term or upon any sooner termination of this Lease, reasonable or upon ▇▇▇▇▇▇▇▇’s rightful reentry onto the Premises, Tenant shall surrender the Premises to Landlord “broom clean” and in good working order, condition and repair, except for ordinary wear and tear and damage by casualty exceptedor condemnation. Tenant shall cooperate fully with the transfer of operations to any new tenant including, without limiting the generality of the foregoing, the transfer of information on resident accounts and contracts. In no event shall Subtenant remove any may the Tenant seek to change the number of licensed beds at the plumbing, 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 Subdemised Leased Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or move any part of its nursing home operation to another location without the Subdemised Premisesexpress written consent of Landlord, but shall, at the option of Sublandlord, either (1) terminate all which consent may be withheld with or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementswithout cause in ▇▇▇▇▇▇▇▇’s sole discretion.

Surrender. Subtenant Tenant shall, on upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, peaceably surrender the Leased Premises, including Tenant Improvements and that Subtenant promptly repairs any damage Tenant's improvements and/or alterations installed pursuant to Article 7.2, in a janitorial clean condition and otherwise in as good condition as when Tenant, took possession, except for (i) reasonable wear and tear subsequent to the Building structure last repair replacement, restoration, alteration or its operating systems caused renewal; (ii) loss by such removal pursuant fire or other casualty, and (iii) loss by condemnation. If Tenant shall abandon or surrender the Leased Premises, or be dispossessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Leased Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fitand, without liability at Landlord's option, title shall pass to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Landlord under this Sublease (“Violations”)Lease as by a bill ▇▇ sale. Subtenant shall indemnify Sublandlord against any and all lossLandlord may, expensehowever, damageif it so elects, 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 third parties to remove all or any part of such personal property from the Subdemised 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, but shallthe 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, at Tenant shall surrender to Landlord all keys to the option Leased Premises and shall inform Landlord 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 Sublandlord the combination of any vaults, locks and safes left on the Leased Premises. The obligations of Tenant under this Article 15.2 shall survive the expiration or all earlier termination of this Lease. 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 sub-subleases 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 sub-subtenancies to participate in such joint inspection, Landlord's inspection at or such other agreementsafter 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. Subtenant shall(a) On or before October 1, 2011 (the “Surrendered Premises Expiration Date”), Tenant shall surrender the portion of the Premises located on the 12th floor of the Building as shown diagonally-hatched on Exhibit A attached hereto (the “Surrendered Premises”) as if the Surrendered Premises Expiration Date was originally set forth in the Lease as the “Expiration Date” for the Surrendered Premises. Tenant shall continue to observe and perform all of its covenants and obligations under the Lease (including, without limitation, the obligation to pay Fixed Rent and Additional Rent (including, without limitation, Tenant’s Labor Rate Payment)) with respect to the Surrendered Premises until the occurrence of the Surrendered Premises Expiration Date. Tenant shall surrender the Surrendered Premises strictly in accordance with the provisions of the Lease, including, without limitation, Section 20.1 of the Lease. Time shall be of the essence with respect to Tenant’s obligation to surrender the Surrendered Premises on or before the Surrendered Premises 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 Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by Tenant remains in possession of all or a portion of the Surrendered Premises after the Surrendered Premises Expiration Date, Landlord shall be entitled to all such items remaining on rights and remedies available pursuant to the Subdemised Premises Lease (including, without limitation, Section 20.2 of the Lease), at law or in equity. (b) From and after the Expiration Date date that Tenant actually surrenders possession of the Surrendered Premises in accordance with the provisions of the Lease (as amended by this Agreement) (the “Actual Surrender Date”), (i) the term “Premises” wherever used in the Lease shall be deemed abandoned to exclude the Surrendered Premises, and Sublandlord may dispose (ii) Tenant’s monetary obligations under the Lease with respect to the Surrendered Premises shall be released; provided, that Tenant’s liability to pay Fixed Rent and Additional Rent, and any and all other payments, sums or charges due or to become due with respect to the Surrendered Premises pursuant to the terms of such items the Lease (as it sees fitamended by this Agreement), including, without liability limitation, any holdover rent payable by Tenant with respect to Subtenant. Subtenant shall also be responsible for the removalSurrendered Premises, on or before apportioned through and including the Expiration Actual Surrender Date, of all alterations as required under shall survive the Master Lease installed by Subtenant pursuant to this Sublease Actual Surrender Date and shall be responsible for any associated repair or restoration due and payable by Tenant within ten (10) Business Days following written demand by Landlord. (c) Landlord is currently holding Letter of the Subdemised Premises required under the Master LeaseCredit No. In all other respects61652972 issued by Citibank, Subtenant shall deliver the Subdemised Premises broom cleanN.A. on September 25, 2006, in its condition as an aggregate amount available for drawing equal to $1,725,000.00 (the “Existing Letter of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 (“ViolationsCredit”). Subtenant Following the Actual Surrender Date, Tenant shall indemnify Sublandlord against any be entitled to a reduction in the aggregate amount available for drawing under the Existing Letter of Credit from $1,725,000.00 to $800,000.00 (and all lossno other changes to the Existing Letter of Credit), 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, and Landlord shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to all or any part of the Subdemised Premises, but shall, at the option of Sublandlord, either (1) terminate all or any existing sub-subleases or sub-subtenancies or reasonably cooperate with Tenant in connection with obtaining such other agreements, or (2) operate reduction as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementssoon as practicable.

Surrender. Subtenant (a) On the Expiration Date or upon the sooner termination of this Lease or upon any re-entry by Landlord, Tenant shall, on at its expense, quit, surrender, vacate and deliver the Premises to Landlord "broom clean" and in good order, condition and repair, ordinary wear, tear and damage by fire or before other insured casualty excepted, together with all Tenant Improvements and Alterations (except as otherwise provided for in this Lease). Tenant shall, at its expense, except to the extent Landlord shall notify Tenant in writing not later than thirty (30) days prior to the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal of the same does not adversely affect from the Building structure or any Building operating system or is not prohibited by all of Tenant's Property and restore the Master Lease, and that Subtenant promptly repairs any damage Premises to their condition prior to the Building structure making of such improvements. Any Tenant's Property or its operating systems caused by such removal pursuant to other personal property which shall remain in the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises (A) after the Expiration Date or (b) for thirty (30) days after the termination of this Lease shall be deemed to have been abandoned and Sublandlord either may be retained by Landlord as its property or may be disposed of as Landlord may see fit. If such property not so removed shall be sold, Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expenses of the sale, moving and storage, arrears of rent and any damages to which Landlord may be entitled. Any excess proceeds shall be the property of Landlord. Any expense incurred by Landlord in removing or disposing of any item that Tenant is required to remove and/or dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.221.01, shall be reimbursed to Landlord by Tenant as Additional Charges on demand. Subtenant The obligations of Tenant under this Section 21.01(a) shall vacate and deliver possession survive the expiration or sooner termination of the Subdemised Premises free Lease. (b) Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or such person may have under the provisions of all liens, charges or encumbrances resulting from Section 2201 of the New York Civil Practice Law and Rules and any act or omission on Subtenant’s part, and free and clear similar successor law of same import then in force in connection with 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 holdover proceedings which Landlord may institute to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall indemnify Sublandlord against any and all loss, expense, damage, costs or attorneys’ fees arising out of Violations occurring any time on or after enforce the Commencement Date. The voluntary or other surrender provisions 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsArticle.

Surrender. Subtenant shall, on or before upon the Expiration DateDate or earlier termination of this Sublease, remove all personal property, furniture, and trade fixtures and other equipmentfixtures, provided that the removal of the same does not adversely affect the adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasesystem, and that Subtenant promptly 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 Subtenant fails to remove any such items its personal property and equipment as required by specified in this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items it as it sees fit, without liability to Subtenant. Subtenant Sublandlord shall also be responsible for the removal, on or before the Expiration Date, removal of all alterations Alterations as required under the Master Lease, including Alterations installed by Subtenant under the Master Lease prior to the effective date of the Assignment and Assumption. Subtenant shall be responsible for removal of all Alterations installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master LeaseSublease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Term Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s 's part, and free and clear of any and all violations of any law, rule or regulation of thereon placed by any federal, state, municipal or other agency or authority by reason of Subtenant’s actions or failures 's failure to fulfill any of its obligations under this Sublease (“"Violations”"). Subtenant shall indemnify Sublandlord against any and all loss, expense, damage, costs or attorneys’ ' fees arising out of Violations occurring any time on or after the Term Commencement Date. Sublandlord shall indemnify Subtenant against any and all loss, expense, damage, costs or attorneys' fees arising out of any Violation occurring prior to the Term 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 third parties to all or any part of the Subdemised Premiseswork a merger, but shall, at the option of Sublandlord, either (1) terminate all or any existing sub-subleases or sub-subtenancies or such other agreementssubtenancies, or (2) operate as an assignment to of Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementssubtenancies.

Surrender. Subtenant shalla. At the expiration of the Term or earlier termination of this Lease, on or before Tenant shall promptly yield up the Expiration DatePremises and all improvements, remove alterations, and additions thereto, and all personal property, furniture, trade fixtures and other equipment, provided that equipment servicing the removal Premises in a condition which is clean of garbage and debris and broom clean and in the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasecondition, order, and that Subtenant promptly repairs any damage repair in which they are required to be kept throughout the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement DateTerm, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any furtherance of the plumbingforegoing, electricalif required by Landlord, data linesall wiring or cabling installed by or for Tenant, and HVAC system(swhether inside or outside the Premises, shall be removed by Tenant (or, at Landlord’s election, by Landlord), except as otherwise required pursuant at Tenant’s sole cost and expense. b. If Tenant, or any person claiming through Tenant, continues to this Section 4.2. Subtenant shall vacate and deliver possession occupy the Premises after the expiration of the Subdemised Premises free Term or earlier termination of all liensthis Lease or any renewal thereof without prior written consent of Landlord, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 the tenancy under this Sublease (“Violations”). Subtenant Lease shall 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 third parties to all or any part of the Subdemised Premises, but shallbecome, at the option of SublandlordLandlord, either expressed in a written notice to Tenant and not otherwise, a tenancy from month-to-month, terminable by Landlord or Tenant on thirty (130) terminate all days prior notice to the other, under the same terms and conditions set forth in this Lease except Fixed Basic Rent shall be as set forth in the following sentence. For any period during which Tenant or any existing sub-subleases person claiming through Tenant continues to occupy the Premises after the expiration of the Term or sub-subtenancies earlier termination of this Lease or any renewal thereof, the Fixed Basic Rent during such other agreements, continued occupancy shall be one hundred fifty percent (150%) of the greater of: (x) the Fixed Basic Rent for the last year of the Term or (2y) operate the then fair market rental rate as determined by Landlord; and Tenant shall indemnify Landlord for any loss or damage incurred by reason of Tenant’s failure to surrender the Premises. Anything to the contrary notwithstanding, any holding over by Tenant without Landlord’s prior written consent shall constitute an assignment Event of Default under this Lease and shall be subject to Sublandlord all the remedies set forth in Section 29(b) of any or all such sub-subleases or sub-subtenancies or such other agreementsthis Lease.

Surrender. Subtenant Tenant shall, on upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, peaceably surrender the Leased Premises, including any Tenant Improvements, in a broom clean condition and that Subtenant promptly repairs any damage otherwise in as good condition as when Tenant took posses­sion, except for (i) reasonable wear and tear subsequent to the Building structure last repair, replacement, restora­tion, alteration or its operating systems caused renewal; (ii) loss by such removal pursuant fire or other casualty, and (iii) loss by con­dem­nation. If Tenant shall abandon, vacate or surrender the Leased Premises, or be dis­possessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Leased Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fitand, without liability at Landlord's option, title shall pass to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Landlord under this Sublease (“Violations”)Lease as by a ▇▇▇▇ of sale. Subtenant shall indemnify Sublandlord against any and all lossLandlord may, expensehowever, damageif it so elects, 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 third parties to remove all or any part of such personal property from the Subdemised 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 and/or the Building caused by such removal shall be paid by Tenant within ten (10) days after receipt of Landlord's statement. Upon the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord all keys to the Leased Premises and shall inform Landlord of the combination of any vaults, locks and safes left on the Leased Premises. The obligations of Tenant under this Article 15 shall survive the expiration or earlier termination of this Lease. Tenant shall indemnify Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Premises, but shallincluding, 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 option Leased Premises for the express purpose of Sublandlordarranging 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, either (1) terminate all Landlord's inspection at or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord after Tenant's vacation of any or all such sub-subleases or sub-subtenancies or such other agreementsthe Leased Premises shall be conclusively deemed correct for purposes of determining Tenant's liability for repairs and restoration under this Lease.

Surrender. Subtenant 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 reasonable control of Tenant excepted) with all interior walls cleaned, all holes in walls repaired, all carpets shampooed and cleaned, all HVAC equipment 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 as Landlord does not require Tenant to remove. Tenant, on or before the Expiration Dateexpiration of sooner termination of this Lease, shall remove all of its personal property, furniture, property and trade fixtures and other equipment, provided that from the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master LeasePremises, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date property not so removed shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenantby Tenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and Tenant shall be responsible liable to Landlord for costs of removal of any associated repair such abandoned trade fixtures or restoration equipment of Tenant, or of any alterations Tenant fails to remove if so required by landlord, together with the Subdemised cost of returning the Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in to its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesdate Tenant originally took possession thereof, and HVAC system(s)the transportation and storage costs of such items. If the Premises are not so surrendered at the expiration or sooner termination of this Lease, except as otherwise required pursuant to this Section 4.2. Subtenant Tenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges indemnify Landlord against loss or encumbrances liability resulting from delay by ▇▇▇▇▇▇ in so surrendering the Premises, including without limitation, any act or omission claims made by any succeeding tenant founded on Subtenant’s partsuch delay, losses to Landlord due to lost opportunities to lease to succeeding tenants, and free attorneys' fees 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 costs. All keys to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 third parties to all Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease term.

Surrender. Subtenant 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 losses due to casualty and condemnation excepted) with all interior walls cleaned, all holes in walls repaired, all carpets cleaned, all HVAC equipment 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 (as defined in paragraph 8) as Landlord does not require Tenant to remove in accordance with paragraph 8.6 above. Tenant, on or before the Expiration Dateexpiration or sooner termination of this Lease, shall remove all of its personal property, furniture, property and trade fixtures and other equipment, provided that from the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasepremises, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date property not so removed shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenantby Tenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and Tenant shall be responsible liable to Landlord for costs of removal of any associated repair such abandoned trade fixtures or restoration equipment of Tenant, or of any alterations Tenant fails to remove if so required by Landlord, together with the Subdemised Premises required under cost of returning the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in premises to its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesdate Tenant originally took possession thereof, and HVAC system(s)the transportation and storage costs of such items. If the premises are not so surrendered at the expiration or sooner termination of this Lease, except as otherwise required pursuant to this Section 4.2. Subtenant Tenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges indemnify Landlord against loss or encumbrances liability resulting from delay by Tenant in so surrendering the premises, including without limitation, any act or omission claims made by any succeeding tenant founded on Subtenant’s partsuch delay, losses to Landlord due to lost opportunities to lease to succeeding tenants, and free attorneys' fees 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 costs. All keys to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 third parties to all premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementslease term.

Surrender. Subtenant (a) Except as otherwise provided in Section 2(c) or 14(b), upon the expiration or other termination of the Term, Tenant shall, on or before without notice from Landlord, quit and surrender to Landlord the Expiration DateSubleased Premises, remove all personal propertyvacant, 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 Leasebroom-clean, and that Subtenant promptly repairs any damage to in the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises condition required under the Master Lease. In addition, Tenant shall remove all of its personal property located at or in the Subleased Premises or elsewhere in the Leased Premises or the Building. Any damage caused to the Subleased Premises, the Premises or any other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as portions of the Commencement DateBuilding as a result of the removal of Tenant’s personal property shall be repaired by Tenant at its sole cost and expense. Tenant’s obligation to observe or perform this covenant shall survive the expiration or sooner termination of the Term. (b) Except for any applicable transition periods pursuant to the Transition Rights, reasonable wear which for purposes of this Section 18(b) shall not be considered a hold over by Tenant, if Tenant shall hold over and tear and casualty excepted. In no event shall Subtenant remain on the Subleased Premises or fail to remove any of its personal property beyond the plumbingexpiration or earlier termination of this Sublease, electricalsuch holding over shall not be deemed to be an extension of this Sublease, data linesand, and HVAC system(s)in addition to any rights Landlord may have under the terms of this Sublease, except as otherwise required pursuant or at law or in equity, Landlord shall be entitled to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, and free and clear of recover any and all violations damages including, without limitation, any out-of-pocket costs associated with any repairs, replacements, removal of any law, rule or regulation of any federal, state, municipal property or other agency similar costs, but excluding any special, indirect, consequential or authority exemplary damages and any loss of business or profits, whether or not foreseeable) suffered by reason Landlord as a result of SubtenantTenant’s actions or failures holding over, and Tenant shall also be obligated to fulfill any pay to Landlord a per diem amount based on an annual rate equal to two hundred percent (200%) of its obligations under this Sublease (“Violations”)the Rent payable on the date immediately preceding such holdover for each day thereafter that Tenant remains in occupancy of the Subleased Premises. Subtenant Subject to the parenthetical in the immediately preceding sentence regarding the scope of damages, Tenant shall indemnify Sublandlord against and hold Landlord harmless from any and all liability, loss, expensecosts and expenses, damageincluding, costs or but not limited to reasonable attorneys’ fees and holdover rent and/or other charges payable to Master Lessor for Landlord holding over in the Leased Premises, arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender of this Sublease such holding over 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsTenant.

Surrender. Subtenant shall, on or before 26.01 On the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal or upon any earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and that Subtenant promptly repairs any damage surrender the Demised Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration DateLandlord “broom-clean and in good order, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned condition and Sublandlord may dispose of such items as it sees fitrepair, without liability to Subtenant. Subtenant shall also be responsible except for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable ordinary wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linessuch damage or destruction as Landlord is required to repair or restore under this Lease, and HVAC system(s), Tenant shall remove all of Tenant’s property therefrom except as otherwise expressly provided in this Lease. Tenant hereby waives any notice now or hereafter required pursuant by law with respect to this Section 4.2. Subtenant shall vacate and deliver vacating the Demised Premises on any such termination date. 26.02 If Tenant remains in possession of the Subdemised Demised Premises free after the expiration of the Term, Tenant shall be deemed to be occupying the Demised Premises as a tenant from month to month at the sufferance of Landlord subject to all of the provisions of this Lease, except that the monthly Fixed Rent shall be twice the Fixed Rent in effect during the last month of the Term. 26.03 No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Demised Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. Tenant hereby waives any notice now or hereafter required by law with respect to vacating the Demised Premises on any such termination date. 26.04 On the last day of the Term or upon any earlier termination of the lease, or upon re-entry by Landlord upon the Demised Premises pursuant to Article 28 hereof, Tenant shall deliver to Landlord T▇▇▇▇▇’s executed counterparts of all liensSubleases and any service and maintenance contracts then affecting the Demised Premises, charges true and complete maintenance records of the Demised Premises, all original licenses and permits then pertaining to the Demised Premises, permanent or encumbrances resulting from any act or omission on Subtenant’s parttemporary certificates of occupancy then in effect for the Building, and free all warranties and clear guarantees then in effect which T▇▇▇▇▇ has received in connection with any work or services performed or equipment installed in the Building together with a duly executed assignment thereof to Landlord, all financial reports, books and records required hereunder and other documents of any every kind 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 nature whatsoever relating to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 third parties to all or any part of the Subdemised Demised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant Tenant shall, upon expiration or sooner termination of this Lease, surrender the premises to Landlord in the same condition as existed upon completion of the Tenant Improvements (reasonable wear and tear and damage due to causes beyond the reasonable control of Tenant excepted) with all HVAC equipment in operating order and in good repair. Tenant shall at such time also surrender to Landlord such alterations (as defined in Paragraph 9) as Landlord does not require Tenant to remove (or which Tenant has the right to remove) in accordance with Paragraph 9.6 above. Tenant, on or before the Expiration Dateexpiration or sooner termination of this Lease, shall remove all of its personal property, furniture, property and trade fixtures and other equipment, provided that from the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasepremises, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date property not so removed shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenantby Tenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and Tenant shall be responsible liable to Landlord for costs of removal of any associated repair such abandoned trade fixtures or restoration equipment of Tenant, or of any alterations Tenant fails to remove if so required by Landlord. If the Subdemised Premises required under premises are not so surrendered at the Master expiration or sooner termination of this Lease. In all other respects, Subtenant Tenant shall deliver indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Subdemised Premises broom cleanpremises, in its condition as of the Commencement Dateincluding without limitation, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbingclaims made by any succeeding tenant founded on such delay, electrical, data lineslosses to Landlord due to lost opportunities to lease to succeeding tenants, and HVAC system(s), except as otherwise required pursuant reasonable attorneys' fees and costs. All keys to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease term.

Surrender. Subtenant shall, on or before 24.1 On the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal or upon any earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and that Subtenant promptly repairs any damage surrender the Demised Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration DateLandlord in good order, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned condition and Sublandlord may dispose of such items as it sees fitrepair, without liability to Subtenant. Subtenant shall also be responsible except for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable ordinary wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linessuch damage or destruction as Landlord is required to repair or restore under this Lease, and HVAC system(s), Tenant shall remove all of Tenant's Property therefrom except as otherwise required pursuant expressly provided in this Lease. 24.2 Tenant agrees it shall indemnify and save Landlord harmless against all costs, claims, loss or liability resulting from delay by Tenant i-n surrendering the Demised Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. The parties recognize and agree that the damage to this Section 4.2Landlord resulting from any failure by Tenant timely to surrender the Demised Premises will be substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement. Subtenant shall vacate and deliver Tenant therefore agrees that if possession of the Subdemised Demised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 is not surrendered to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Landlord within two (2) operate days after the date of the expiration or sooner termination of the term of this Lease, then Tenant will pay Landlord as an assignment to Sublandlord liquidated damages for each month and for each portion of any month during which Tenant holds over in the Demised Premises after expiration or all such sub-subleases termination of the term of this Lease, a sum equal to two (2) times the average rent and additional rent which was payable per month under this Lease during the last six months of the term hereof. The aforesaid obligations shall survive the expiration or sub-subtenancies or such other agreementssooner termination of the term of this Lease.

Surrender. Subtenant 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 holes in walls repaired, all carpets shampooed and cleaned, all HVAC equipment 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 (as defined in Paragraph 9) as Landlord does not require Tenant to remove in accordance with Paragraph 9.6 above. Tenant, on or before the Expiration Dateexpiration or sooner termination of this Lease, shall remove all of its personal property, furniture, property and trade fixtures and other equipment, provided that from the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasepremises, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date property not so removed shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenantby Tenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and Tenant shall be responsible liable to Landlord for costs of removal of any associated repair such abandoned trade fixtures or restoration equipment of Tenant, or of any alterations Tenant fails to remove if so required by Landlord, together with the Subdemised Premises required under cost of returning the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in premises to its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesdate Tenant originally took possession thereof, and HVAC system(s)the transportation and storage costs of such items. If the premises are not so surrendered at the expiration or sooner termination of this Lease, except as otherwise required pursuant to this Section 4.2. Subtenant Tenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges indemnify Landlord against loss or encumbrances liability resulting from delay by Tenant in so surrendering ▇▇▇ ▇▇emises, including without limitation, any act or omission claims made by any succeeding tenant founded on Subtenant’s partsuch delay, losses to Landlord due to lost opportunities to lease to succeeding tenants, and free attorneys' fees 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 costs. All keys to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 third parties to all premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease term.

Surrender. Subtenant shall, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal Upon termination of the Lease Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same does not adversely affect condition as received ordinary wear and tear, casualty loss and condemnation covered by Paragraphs 15 and 16 excepted (and without any obligation to deliver the Building structure or HVAC systems in working condition unless replaced by Tenant) and otherwise in accordance with requirements set forth in herein. Without limiting the foregoing, Tenant shall remove any Building operating system or is not prohibited by odor which may exist in the Master Lease, and that Subtenant promptly repairs any damage to the Building structure or its operating systems caused by such removal pursuant to the requirements Premises resulting from Tenant’s occupancy of the Master LeasePremises upon the termination of the Lease Term or earlier termination of Tenant’s right of possession. In the event that Subtenant fails to remove any such items Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date herein shall be deemed abandoned and Sublandlord may dispose 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 items 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 all obligations concerning the condition and repair of the Premises. Without limiting Tenant’s obligations under the Lease, Tenant acknowledges that it sees fit, without liability shall have the affirmative obligation to Subtenant. Subtenant shall also be responsible for remove all racking and floor striping from the removal, on Premises by or before the Expiration Dateexpiration or earlier termination of the Lease Term and shall clean all resulting holes and shall fill the same with epoxy flush to the floor’s surface. Additionally, of all alterations as required without limiting Tenant’s obligations under the Master Lease Lease, Tenant acknowledges that it shall have the affirmative obligation to cause all office, warehouse, emergency and exit lights to be fully operational with all bulbs and ballasts functioning; all truck doors, service doors, roll up doors and dock levelers serviced and placed in good operating order (including replacement of any dented truck door panels and adjustment of door tension to insure proper operation, with all door panels that have been replaced painted to match the building standard); dock seals/dock bumpers to be free of tears and broken backboards; all structural steel columns in the warehouse and office to be inspected for damage, with repairs of this nature pre-approved by Landlord prior to implementation; sheetrock (drywall) damage to be patched and fire-taped so that there are no holes in either office or warehouse; walls, carpet and vinyl tiles to be in a clean condition without any holes or chips in them (Landlord will accept normal wear on these items provided they appear to be in a maintained condition); any Tenant-installed equipment to be removed from the roof and roof penetrations properly repaired by Subtenant licensed roofing contractor approved by Landlord; all exterior signs to be removed and holes patched and paint touched-up as necessary; and all electrical and plumbing equipment to be returned in good condition and repair and conforming to code. Any Trade Fixtures, Tenant-Made Alterations required to be removed by Tenant pursuant to this Sublease Lease and all property not removed within ten (10) days of the expiration or earlier termination of this Lease shall be responsible 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 associated damages resulting from Landlord’s retention and disposition of such property. The foregoing shall not be construed to limit Landlord’s other remedies in connection with Tenant’s failure to meet its removal and surrender obligations under this Lease. Upon Tenant’s request prior to the expiration or termination of the Lease Term, Landlord shall conduct an inspection of the Premises to identify for Tenant any Tenant maintenance, repair or restoration replacement obligations to the extent they are visually identifiable by Landlord during such inspection. All obligations of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition Tenant hereunder not fully performed as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any termination of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant Lease Term shall vacate and deliver possession survive the termination of the Subdemised Premises free of all liensLease Term, charges or encumbrances resulting from any act or omission on Subtenant’s partincluding without limitation, and free and clear of any indemnity obligations, payment obligations with respect to Operating Expenses 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”). Subtenant shall indemnify Sublandlord against any concerning the condition 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 third parties to all or any part repair of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant Upon the expiration of the Term or any earlier termination of the Lease, Tenant shall, on or before the Expiration Dateif Landlord so requests, remove all personal propertyexposed computer, furniture, trade fixtures telephone and other equipmentwiring, provided that cables and equipment and Tenant's property; and tenant shall surrender the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master LeaseDemised Premises to Landlord broom-clean and in good condition, ordinary wear and that Subtenant promptly repairs any tear and damage to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Leasefrom causes beyond Tenant's reasonable control excepted. In the event that Subtenant fails of Tenant's failure to so remove any such items as required by this Section 4.2 by equipment or Tenant's property, Landlord shall have the Expiration Dateoption either to retain such property without obligation to Tenant or to dispose thereof at Tenant's expense, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned including a charge of fifty cents per square foot of rentable area for removal of wiring and Sublandlord may dispose of such items as it sees fit, without liability to Subtenantequipment. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver If Tenant retains possession of the Subdemised Demised Premises free or any part thereof after the expiration of the Term or earlier termination of the Lease, without Landlord's prior consent, Tenant (without prejudice to any of Landlord's other rights and remedies) shall pay to Landlord, on a daily basis, an amount equal to one and one-half (1-1/2) times the Net Rent stipulated in Section 1.04(a) hereof (or the Net Rent payable during the Extended Term, if any), for the time Tenant thus remains in possession, (i) all liens, charges or encumbrances resulting from any act or omission on Subtenant’s partreasonable costs and expenses relating to the Building incurred by Landlord for such period of Tenant's holdover, and free and clear of any and (ii) all violations of any law, rule or regulation of any federal, state, municipal or other agency or authority damages sustained by Landlord by reason of Subtenant’s actions Tenant's retention of possession. Nothing contained in the Lease shall be construed as a consent by Landlord to the occupancy or failures to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 possession 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 third parties to all or any part Tenant of the Subdemised Demised Premises beyond the expiration or prior termination of the Term, and Landlord, upon such expiration or prior termination of the Term shall be entitled to the benefit of all legal remedies now in force or hereafter enacted relating to the speedy repossession of the Demised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shall, on Upon expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, Tenant shall surrender to Port the Premises in good order, condition, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible repair (except for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable ordinary wear and tear occurring after the last necessary maintenance made by Tenant and casualty exceptedexcept for destruction or condemnation as described in Sections 17 and 18 hereof). In no event Ordinary wear and tear shall Subtenant remove not include any damage or deterioration that would have been prevented by proper maintenance by Tenant, or Tenant otherwise performing all of the plumbingits obligations under this Lease. The Premises shall be surrendered clean, electricalfree of debris, data lineswaste, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s partHazardous Materials, and free and clear of all liens and encumbrances other than liens and encumbrances existing as of the date of this Lease and any other encumbrances created by Port. On or before the expiration or earlier termination of this Lease, Tenant at its sole cost shall remove from the Premises, and all violations repair any damage caused by removal of, Tenant's Property, including any signage and Alterations and Improvements specified in Port's Notice of any lawRemoval. Except for those designated in Port's Notice of Removal, rule Alterations and Improvements shall remain in the Premises as Port property. If the Premises are not surrendered at the end of the Term or regulation sooner termination of any federalthis Lease, stateand in accordance with the provisions of this Section 25 and Section 13.4, municipal or other agency or authority by reason Tenant shall continue to be responsible for the payment of Subtenant’s actions or failures Rent (as the same may be increased pursuant to fulfill any of its obligations under this Sublease (“Violations”). Subtenant Section 26.3 below until the Premises are surrendered in accordance with these Sections, and Tenant shall indemnify Sublandlord Indemnify Port from and against any and all lossloss or liability resulting from delay by Tenant in so surrendering the Premises including, expensewithout limitation, damage, costs any loss or attorneys’ fees arising out of Violations occurring liability resulting from any time Claim against Port made by any succeeding tenant or prospective tenant founded on or after resulting from such delay and losses to Port due to lost opportunities to lease any portion of the Commencement DatePremises to any such succeeding tenant or prospective tenant, together with, in each case, reasonable attorneys' fees and costs. The voluntary No act or other conduct of Port, including, but not limited to, the acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of this Sublease the Premises 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 third parties to all or any part Tenant before the expiration of the Subdemised Premises, but shall, at Term. Only a written notice from Port to Tenant confirming termination of this Lease and surrender of the option Premises by Tenant shall constitute acceptance 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 Sublandlord the surrender of any or all such sub-subleases or sub-subtenancies or such other agreementsthe Premises and accomplish a termination of this Lease.

Surrender. Subtenant shallUpon the expiration or other termination of the Term, on 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 before other termination of the Expiration DateTerm, Tenant agrees to remove (a) all personal propertyTenant Changes to the Premises, furniture, trade fixtures and other equipment, provided that the removal of which Landlord requested or approved according to Section 7.2 at the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasetime Landlord consented to their installation, and that Subtenant promptly repairs (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 structure or its operating systems and/or Project caused by such the installation or removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by normal wear and tear excepted. Notwithstanding the Expiration Dateforegoing, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also Tenant will be responsible for the removal, on or before the Expiration Date, of removing all alterations as required under the Master Lease Telecom Equipment installed by Subtenant Tenant 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 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 the Landlord’s rights and remedies under Section 7.3 above and the other provisions of this Sublease Lease, Tenant shall indemnify, defend with counsel reasonably acceptable to Landlord and hold Landlord harmless from all loss or liability including, without limitation, any claims made by any succeeding tenant based thereon, and any attorneys’ fees and other costs of legal proceedings. The foregoing indemnity shall be responsible for any associated repair survive the expiration or restoration earlier termination of the Subdemised Premises required under the Master this Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to Tenant’s obligations under this Section 4.2. Subtenant shall vacate 15.1 will survive the expiration or early termination of this Lease and deliver no surrender of possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any by Tenant will limit Tenant’s liability under this Lease. No act or omission on Subtenantthing done by Landlord or Landlord’s partagents during the Term of this Lease will be deemed an acceptance of a surrender of the Premises, 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 unless in writing signed by reason of Subtenant’s actions or failures to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 DateLandlord. The voluntary delivery of the keys to an employee or other agent of Landlord will not operate as a termination of this Lease or a 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant SECTION 18.01. On the last day of the Term or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Premises, Tenant shall, on or before at its own expense, quit and surrender 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 Subtenant promptly repairs any damage Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises Landlord broom clean, in its good order, condition as of the Commencement Dateand repair except for ordinary wear, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of damage by fire or other insured casualty, together with all improvements which have been made upon the plumbing, electrical, data lines, and HVAC system(s), Premises (except as otherwise provided for in this Lease, including, but not limited to Article 9 above). Tenant shall remove from the Premises and the Building all of Tenant's Property and all personal property and personal effects of all persons claiming through or under Tenant, and shall pay the cost of repairing all damage to the Premises and the Building occasioned by such removal. Notwithstanding anything to the contrary contained herein, in connection with Landlord's Construction, Landlord, by notice to Tenant no later than twenty (20) days prior to the Expiration Date or prior termination of this Lease, may require Tenant to leave any part or all of such Landlord's Construction in the Premises. SECTION 18.02. To the extent allowed by law, Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under any applicable law in connection with any holdover summary proceedings which Landlord may institute to enforce the provisions of this Article. SECTION 18.03. If the Premises are not surrendered at the expiration of the Term, such holding over without the written consent of the Landlord shall be construed to be a tenancy from month to month at one-twelfth (1/12th) of an amount equal to twice the Fixed Rent required to be paid by Tenant for the last full lease year of the Lease Term, together with an amount estimated by Landlord as equal to one-twelfth (1/12th) of the Additional Rent payable pursuant to this Lease, and shall otherwise be on the same terms and conditions as herein specified so far as applicable. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Premises, including, but not limited to, attorneys fees and any claims made by any succeeding tenant founded on such delay. Nothing contained in this Section 4.2. Subtenant 18.03 shall vacate and deliver possession (a) imply or be deemed to grant Tenant any right to remain in the Premises after the termination of this Lease without the execution of a new lease, (b) imply any obligation on the part of Landlord to grant a new lease or (c) be construed to limit in any way any remedy that Landlord may have against Tenant as a holdover tenant, including but not limited to, resort to the summary process laws or enforcement of the Subdemised Premises free foregoing indemnity obligation of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Tenant. SECTION 18.04. Tenant's obligations under this Sublease (“Violations”). Subtenant Article shall indemnify Sublandlord against any and all loss, expense, damage, costs survive the Expiration Date or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender sooner termination 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant Tenant shall, on upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination --------- of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, peaceably surrender the Leased Premises, including any Tenant Improvements or Tenant's improvements and/or alterations installed pursuant to Article 7.2, in a janitorial clean condition and that Subtenant promptly repairs any damage otherwise in as good condition ----------- as when Tenant took possession, except for (i) reasonable wear and tear subsequent to the Building structure last required repair, replacement, restoration, alteration or renewal; (ii) loss by fire or other casualty, (iii) loss by condemnation; (iv) Landlord's obligations hereunder; and (v) Hazardous Materials not released, discharged, brought onto or otherwise disposed of by Tenant or its operating systems caused agents, invitees, employees or contractors. If Tenant shall surrender the Leased Premises, or be dispossessed by such removal pursuant process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Leased Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fitand, without liability at Landlord's option, title shall pass to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Landlord under this Sublease (“Violations”)Lease as by a ▇▇▇▇ of sale. Subtenant shall indemnify Sublandlord against any and all lossLandlord may, expensehowever, damageif it so elects, 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 third parties to remove all or any part of such personal property from the Subdemised 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, but shallthe Building and/or the Project 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, at Tenant shall surrender to Landlord all keys to the option Leased Premises and shall inform Landlord 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 Sublandlord the combination of any vaults, locks and safes left on the Leased Premises. The obligations of Tenant under this Article 15.2 shall survive the expiration or all earlier termination of ------------ this Lease. 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 sub-subleases or sub-subtenancies or such other agreementsdelay. Landlord and Tenant shall jointly inspect the Leased Premises upon the termination of this Lease.

Surrender. Subtenant 24.01 On the last day of the term of this Lease, or upon any earlier termination of this Lease, or upon any reentry by Landlord upon the Demised Premises, Tenant shall quit and surrender the Demised Premises to Landlord broom clean, in good order, condition and repair except for ordinary wear and tear and damage by fire or other insured 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, on 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 150% of the fixed rent and additional rent payable during the last month of the term for the initial two (2) months of such holdover and thereafter 200% thereof, 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, 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 before prospective tenant based upon such delay. In the event Tenant remains in possession of the Demised Premises for any period of time following 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 LeaseTenant shall be in default, and that Subtenant promptly repairs any damage in addition to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this rent provided in Section 4.2 by the Expiration Date24.02 hereof, all such items remaining on the Subdemised Premises after the Expiration Date Landlord shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability entitled to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 rights and remedies provided in this Sublease (“Violations”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant shallProvided that Lessee does not exercise the purchase option as set forth in Paragraph 28 hereof, upon the expiration of the Initial Term, or any renewal term, or upon demand by Lessor made pursuant to Paragraph 22 of the lease, Lessee, at its expense, shall return all, but not less than all, of the Equipment by delivering it to such place or on or before the Expiration Dateboard such carrier, remove all personal propertypacked for shipping, furniture, trade fixtures and other equipment, provided as Lessor may specify. Lessee agrees that the removal of Equipment, when returned, shall be in the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Datewhen delivered to Lessee, reasonable wear and tear excepted, and casualty exceptedin a condition which will permit Lessor to be eligible for Manufacturer's standard maintenance contract without incurring any expense to repair or rehabilitate such Equipment. In no event Lessee shall Subtenant remove any be liable for reasonable and necessary expenses to place the Equipment in such condition. Lessee shall remain liable for the condition of the plumbingEquipment 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, electricalsuch 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, data lineswhich 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 HVAC system(s)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, except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession upon expiration of the Subdemised Premises free Initial Term, the term of the lease shall be automatically extended for a term of 3 months. Thereafter, the term of the lease will be extended for subsequent full month periods on a month to month basis, until Lessee has given at least 90 days written notice terminating the lease. Such termination will take effect upon completion of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Lessee's obligations under this Sublease the lease (“Violations”). Subtenant shall indemnify Sublandlord against any and including payment of all lossperiodic rental payments due during such 90 day period, 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 third parties to all or any part as provided in Paragraph 9 of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementslease).

Surrender. Subtenant shallSection 19.01. Upon the expiration or earlier termination of the Term, on or before Tenant shall quit and surrender to Landlord, the Expiration DateDemised Premises, broom clean, in good order and condition and Tenant shall remove all personal property, furniture, trade fixtures of Tenant's Property and other equipment, provided any Alterations as defined in Section 25.01 hereof) that Landlord has not previously given Tenant permission to leave and repair and restore the removal of Demised Premises to the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Lease, condition existing prior to their installation and that Subtenant promptly repairs repair any damage to the Building structure or its operating systems Demised Premises caused by such removal pursuant to removal. Tenant shall remove all Hazardous Materials in accordance with all applicable Environmental Legal Requirements. Section 19.02. If the requirements Demised Premises are not surrendered upon the termination of the Master this Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall indemnify Sublandlord Tenant hereby indemnifies Landlord against any and all loss, expensecost, damageexpense or liability resulting from the delay by Tenant in so surrendering the Demised Premises, costs including any claims made by any succeeding tenant or attorneys’ fees arising out prospective tenant founded upon such delay. Section 19.03. In the event Tenant remains in possession of Violations occurring any time on or the Demised Premises after the Commencement Date. The voluntary or other surrender termination of this Sublease by SubtenantLease without the execution of a new lease, 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 third parties to all or any part of the Subdemised Premises, but shallTenant, at the option of SublandlordLandlord, either shall be deemed to be occupying the Demised Premises as a tenant from month-to-month, at a monthly rental equal to the sum of (1i) terminate three times the sum of (a) the monthly installment of Fixed Rent and payable during the last month of the Term, and (b) one-twelfth (1/12th) of the Additional Rent payable during the last year of the Term; and (ii) the monthly installment (at such time) of Fixed Repayment, subject to all or any existing subof the other terms of this Lease insofar as the same are applicable to a month-subleases or subto-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsmonth tenancy.

Surrender. Subtenant shallTenant agrees that on the last day of the Term, or on the sooner termination of this Lease, Tenant shall surrender the Premises to Landlord (a) in good condition and repair (damage by casualty and normal wear and tear excepted), but with all interior walls cleaned, 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 33(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, and any damage or deterioration that would have been prevented by reasonable maintenance by Tenant, or Tenant otherwise performing all of its obligations under this Lease. On or before the Expiration Dateexpiration or sooner termination of this Lease, Tenant shall remove all personal propertyfrom the Premises, 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 and the Master Lease, Project and that Subtenant promptly repairs repair any damage to the Building structure or its operating systems caused by such removal pursuant to the requirements removal, (i) all of the Master LeaseTenant's Property (as hereinafter defined) and Tenant's signage, and (ii) any Non-Permanent Alterations (as hereinafter defined). In the event that Subtenant fails to remove any such items Any of Tenant's Property not so removed by Tenant as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date herein shall be deemed abandoned and Sublandlord may dispose 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 items 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 constitute Non-Permanent Alterations shall remain in the Premises as it sees fitthe property of Landlord. If the Premises are not surrendered at the end of the Term or sooner termination of this Lease, without liability and in accordance with the provisions of this Paragraph 12 and Paragraph 33(h) below, Tenant shall continue to Subtenant. Subtenant shall also be responsible for the removal, on or before payment of Rent (as the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant same may be increased pursuant to this Sublease and shall be responsible for any associated repair or restoration of Paragraph 36 below) until the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, are so surrendered in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesaccordance with said Paragraphs, and HVAC system(s)Tenant shall indemnify, except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate defend and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting hold Landlord harmless from any act or omission on Subtenant’s part, 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”). Subtenant shall indemnify Sublandlord against any and all lossloss or liability resulting from delay by Tenant in so surrendering the Premises including, expensewithout limitation, damage, costs any loss or attorneys’ fees arising out of Violations occurring liability resulting from any time claim against Landlord made by any succeeding tenant or prospective tenant founded on or after resulting from such delay and losses to Landlord due to lost opportunities to lease any portion of the Commencement DatePremises to any such succeeding tenant or prospective tenant, together with, in each case, actual attorneys' fees and costs. The voluntary or other surrender of this Sublease by SubtenantTenant shall not make, or a mutual cancellation thereofpermit to be made, shall not automatically terminate any sub-subleases alteration, addition or sub-subtenancies or other agreements by which Subtenant has granted rights improvement (hereinafter referred to third parties individually as an "Alteration" and collectively as the "Alterations") to all the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed; provided, however, that Landlord shall have the right in its sole and absolute discretion to consent or to withhold its consent to any Alteration which affects the structural portions of the Subdemised Premises, the Building or the Project or adversely affects the Systems serving the Premises, the Building or the Project or any portion thereof (collectively, "Structural Alterations"). Notwithstanding the foregoing, Tenant shall have the right to make Alterations (specifically excluding, however, Structural Alterations) to the Premises with prior notice to but shallwithout the consent of Landlord, provided that such Alterations are constructed and performed in full compliance with the terms of Paragraphs 13(b) through 13(g) below and do not exceed Fifteen Thousand Dollars ($15,000.00) in cost on an individual basis or for a series of related Alterations or One Hundred Thousand Dollars ($100,000.00) in the aggregate during any twelve (12) month period during the Term of this Lease. Any Alteration to the Premises shall be at Tenant's sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Project or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor approved in writing by Landlord. As a further condition to giving consent, for any individual Alteration or series of related Alterations estimated to cost in excess of one hundred thousand dollars ($100,000), Landlord may require Tenant to provide Landlord, at Tenant's sole cost and expense, a payment and performance bond in form acceptable to Landlord, in a principal amount not less than one hundred twenty-five percent (125%) of the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics' and materialmen's liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required (including, to the extent required by Laws, waste water or storm water discharge permits) must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord (the "Construction Management Fee")) in reviewing plans and documents and in monitoring construction, which reasonable costs shall not exceed four percent (4%) of the costs of the Alterations. Tenant shall maintain during the course of construction, at its sole cost and expense, builders' risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other customary insurance coverages in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) (or Tenant on behalf of or in lieu of its contractors) procure and maintain in full force and effect during the course of construction a "broad form" commercial general liability and property damage policy of insurance naming Landlord, UBS, Tenant and Landlord's lenders as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least One Million Dollars ($1,000,000.00). All Alterations, including, but not limited to, heating, lighting, electrical, air conditioning, fixed partitioning, drapery, wall covering and paneling, built-in cabinet work and carpeting installations made by Tenant (but specifically excluding Non-Permanent Alterations), together with all property that has become an integral part of the Premises or the Building, shall at once be and become the property of Landlord, and shall not be deemed trade fixtures or Tenant's Property. If requested by Landlord, Tenant will pay, prior to the commencement of construction, an amount reasonably determined by Landlord necessary to cover the costs of demolishing such Alterations and/or the cost of returning the Premises and the Building to its condition prior to such Alterations. Any computer or telecommunications equipment or lines installed by Tenant must be installed within the Premises and, at the option request of SublandlordLandlord made at any time prior to the expiration of the Term, either removed upon the expiration or sooner termination of this Lease and the Premises restored to the same condition as before such installation. Notwithstanding the foregoing, Tenant shall not be required to remove any computer or telecommunications lines or wiring installed as part of the Initial Alterations. Notwithstanding anything herein to the contrary, before installing any equipment or lights which generate an undue amount of heat in the Premises, or if Tenant plans to use any high-power usage equipment in the Premises, Tenant shall obtain the written permission of Landlord. Landlord may refuse to grant such permission unless Tenant agrees to pay the costs associated with the installation of supplementary air conditioning capacity or electrical systems necessitated by such equipment. Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant's improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work. Landlord understands that Tenant desires to make certain improvements to the Premises prior to the Commencement Date (collectively, the "Initial Alterations"), all as generally described and shown on the conceptual plans attached hereto as Exhibit I (the "Conceptual Plans"). Landlord hereby approves the Conceptual Plans.. The Initial Alterations may include, without limitation, the modification of the underground plumbing to make trenches to connect the existing drains, the creation of openings in the roof of the Building to vent exhaust, and the addition to the Premises of approximately ten thousand (10,000) square feet of office space, a manufacturing/assembly area, an engineering area with lab space, and a shipping/receiving area. Tenant intends to use only one or two of the existing truck/dock doors in the Premises and Tenant shall have the right to replace the remaining truck/dock doors with glass to increase the amount of natural light into the Premises. Tenant shall be entitled to construct and install the Initial Alterations in the Premises, subject to full compliance with the terms and conditions of Paragraphs 13(a) through 13(f) above, including, without limitation, the delivery to and approval by Landlord of detailed plans and specifications for the Initial Alterations in accordance with Paragraph 13(b) above. Landlord shall have a reasonable period of time to review such plans and specifications, taking into account the complexity of the proposed Initial Alterations and the need of Landlord to retain outside consultants to review the same; provided, however, that in no event shall such review period extend beyond thirty (30) days. Notwithstanding anything to the contrary contained in Paragraph 13(b) above, the Construction Management Fee charged for the Initial Alterations shall not exceed the amounts calculated in accordance with the following schedule: Aggregate Cost of Designing and Constructing Initial Alterations ("Initial Alterations Cost") Construction Management Fee $0.00 - $10,000.00 0% $10,001.00 - $100,000.00 4% of Initial Alterations Cost between $10,001.00 and $100,000.00 $100,001.00 and above 2% of Initial Alterations Cost above $100,000.00 By way of example, if the Initial Alterations Cost is Five Hundred Thousand Dollars ($500,000.00), the Construction Management Fee shall be Eleven Thousand Six Hundred Dollars ($11,600.00) (viz. the sum of (1) terminate all or any existing sub-subleases or sub-subtenancies or such other agreements4% of the Initial Alterations Cost between $10,001.00 and $100,000.00, or plus (2) operate as an assignment to Sublandlord 2% of any or all such sub-subleases or sub-subtenancies or such other agreementsthe Initial Alterations Cost between $100,001.00 and $500,000.00).

Surrender. Subtenant Tenant shall, on upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, peaceably surrender the Leased Premises, including any Tenant Improvements and that Subtenant promptly repairs any damage Tenant's improvements and/or alterations installed pursuant to Article 7.2, in a janitorial clean condition and otherwise in as good condition as when Tenant took possession, except for (i) reasonable wear and tear subsequent to the Building structure last repair, replacement, restoration, alteration or its operating systems caused renewal; (ii) loss by such removal pursuant fire or other casualty, and (iii) loss by condemnation. If Tenant shall abandon, vacate or surrender the Leased Premises, or be dispossessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Leased Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fitand, without liability at Landlord's option, title shall pass to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Landlord under this Sublease (“Violations”)Lease as by a bill ▇▇ sale. Subtenant shall indemnify Sublandlord against any and all lossLandlord may, expensehowever, damageif it so elects, 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 third parties to remove all or any part of such personal property from the Subdemised 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, but shallthe 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, at Tenant shall surrender to Landlord all keys to the option Leased Premises and shall inform Landlord 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 Sublandlord the combination of any vaults, locks and safes left on the Leased Premises. The obligations of Tenant under this Article 15.2 shall survive the expiration or all earlier termination of this Lease. 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 sub-subleases 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 sub-subtenancies to participate in such joint inspection, Landlord's inspection at or such other agreementsafter 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. Subtenant 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 Lease, Landlord may remove the same at Tenant’s reasonable expense. Notwithstanding the foregoing, in lieu of removing certain cabling, Tenant shall, on at Landlord’s request, abandon and leave in place, without additional payment to Tenant or before credit against rent, any cabling (including conduit) designated by Landlord and installed in the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal of the same does not adversely affect Premises or elsewhere in the Building structure by or on behalf of Tenant (including all connections 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 Building operating system or is not prohibited by the Master Leasesuccessor statute, and that Subtenant promptly repairs any 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 structure or its operating systems caused by such removal pursuant to shall be repaired promptly by Tenant (including the requirements patching or repairing of the Master Lease. In the event that Subtenant ceilings and walls) or, if Tenant fails to remove any such items do so, Landlord may do so at Tenant’s reasonable expense. The removal of Alterations from the Premises shall be governed by Paragraph 9.b. above. Any failure by ▇▇▇▇▇▇ to timely surrender the Premises as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date hereunder shall be deemed abandoned a holdover and Sublandlord may dispose the provisions of Paragraph 20.b. below shall apply with respect to such items as it sees fit, without liability to Subtenantholdover. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on SubtenantTenant’s part, 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”). Subtenant paragraph shall indemnify Sublandlord against any and all loss, expense, damage, costs or attorneys’ fees arising out of Violations occurring any time on or after survive the Commencement Date. The voluntary expiration or other surrender termination of this Sublease by SubtenantLease. Upon expiration or 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (34) termination of this Lease or of Tenant’s possession, or a mutual cancellation thereof, Tenant shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights surrender all keys to third parties to all the Premises or any other part of the Subdemised Building and shall make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shallProvided that Lessee does not exercise the purchase option as set forth in Paragraph 28 hereof, upon the expiration of the Initial Term, or any renewal term, or upon demand by Lessor made pursuant to Paragraph 22 of the lease, Lessee, at its expense, shall return all, but not less than all, of the Equipment by delivering it to such place or on or before the Expiration Dateboard such carrier, remove all personal propertypacked for shipping, furniture, trade fixtures and other equipment, provided as Lessor may specify. Lessee agrees that the removal of Equipment, when returned, shall be in the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Datewhen delivered to Lessee, reasonable wear and tear excepted, and casualty exceptedin a condition which will permit Lessor to be eligible for Manufacturer's standard maintenance contract without incurring any expense to repair or rehabilitate such Equipment. In no event Lessee shall Subtenant remove any be liable for reasonable and necessary expenses to place the Equipment in such condition. Lessee shall remain liable for the condition of the plumbingEquipment 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, electricalsuch 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, data lineswhich 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 HVAC system(s)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, except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession upon expiration of the Subdemised Premises free Initial Term, the term of the lease shall be automatically extended for a term of 3 months. Thereafter, the term of the lease will be extended for subsequent full month periods, on a month to month basis, until Lessee has given at least 90 days written notice terminating the lease. Such termination will take effect upon completion of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Lessee's obligations under this Sublease the lease (“Violations”). Subtenant shall indemnify Sublandlord against any and including payment of 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 third parties to all or any part periodic rental payments due during such 90 day period as provided in Paragraph 9 of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementslease).

Surrender. Subtenant shall, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal Upon termination of the same does not adversely affect Lease Term or earlier termination of Tenant's right of possession, Tenant shall surrender the Building structure or any Building operating system or Premises to Landlord in compliance with the applicable provisions of Sections 12(b), 12(c) and 12(e) above and broom clean and in good order, condition and repair, ordinary wear and tear, damages for which Landlord is not prohibited by the Master responsible under this Lease, and that Subtenant promptly repairs any damage to the Building structure casualty loss and condemnation excepted. Any Tenant's Property, Extraordinary Fixture, Tenant-Made Alterations and Tenant's Trade Fixtures not removed by Tenant as permitted or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining herein on the Subdemised Premises expiration or within 15 days after the Expiration Date termination of this Lease shall be deemed abandoned and Sublandlord may dispose be stored, removed, and disposed of by Landlord at Tenant's expense (except that any Tenant-Made Alterations, any Extraordinary Fixtures, any Tenant's Trade Fixtures and any items of Tenant's Property that Tenant was not required to remove and that Landlord so stores, removes or disposes of shall be stored, removed and disposed of at Landlord's expense, rather than at Tenant's expense), and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such items as it sees fit, without liability to Subtenantproperty. Subtenant shall also be responsible for the removal, on or before the Expiration Date, All obligations of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease Tenant and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition Landlord hereunder not fully performed as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any termination of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant Lease Term shall vacate and deliver possession survive the termination of the Subdemised Premises free of all liensLease Term, charges or encumbrances resulting from any act or omission on Subtenant’s partincluding without limitation, indemnity obligations, payment obligations with respect to Additional Rent for the Common Area Land and free obligations concerning the condition 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”). Subtenant shall 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 third parties to all or any part repair of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shall, on 12.01 Possession Upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal termination of the same does not adversely affect Term, Tenant shall immediately quit and surrender possession of the Building structure or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly repairs any damage Premises (including all improvements made to the Building structure or its operating systems caused by such removal pursuant Premises) in substantially the condition in which Tenant is required to maintain the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration DatePremises, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, excepting only reasonable wear and tear and casualty excepteddamage covered by Landlord's insurance under Article 9. 01. In no event Upon such surrender, all right, title and interest of Tenant in the Premises including the improvements made to the Premises shall Subtenant remove any cease. 12.02 Trade Fixtures, Personal Property and Improvements Subject to Tenant's rights under Article 7.05, after the expiration or other termination of the plumbingTerm all of Tenant's trade fixtures and personal property remaining in the Premises shall be deemed conclusively to have been abandoned by Tenant. All of Tenant's trade fixtures, electricalpersonal property and improvements remaining in the Premises may be appropriated, data linessold, destroyed or otherwise disposed of by Landlord without notice or obligation to compensate Tenant or to account therefore, and HVAC system(s), except as otherwise required pursuant Tenant shall pay to Landlord on written demand all costs incurred by Landlord in connection therewith. The obligations of Tenant under this Section 4.2. Subtenant Article 12.02 shall vacate and deliver possession survive the expiration or other termination of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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. Term. 12.03 Merger The voluntary or other surrender of this Sublease Lease by Subtenant, Tenant or a the cancellation or termination of this Lease by mutual cancellation thereof, agreement of Tenant and Landlord or otherwise shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to all or any part of the Subdemised Premiseswork a merger, but shall, and shall at the Landlord's option of Sublandlord, either (1) terminate all or any existing sub-subleases or sub-and subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord Landlord of all or any or all such sub-subleases or sub-subtenancies or such other agreementssubtenancies.

Surrender. Subtenant shall22.1 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 or before the Expiration Datedate of the sooner termination of this Lease, provided no Event of Default by Tenant then exists, Tenant shall have the right to remove all its movable personal property, furniture, property (but excluding the personal property of Landlord leased to Tenant pursuant to this Lease) and 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 Subtenant promptly Tenant repairs any damage to the Building structure or its operating systems caused Premises resulting from the removal of same. Any property not removed by such removal pursuant Tenant prior to the requirements expiration of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date Lease Term shall be deemed abandoned and Sublandlord may dispose be appropriated, sold, destroyed or otherwise disposed of such items as it sees fitby 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, without liability 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 Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver surrender possession of the Subdemised Premises free or any part thereof at the expiration or earlier termination of 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 lienscosts, charges claims, loss or encumbrances liability resulting from delay by ▇▇▇▇▇▇ in surrendering the Premises upon expiration or sooner termination of the Lease Term, including, without limitation, any claims made by any succeeding tenant founded on such delay, but 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 act or omission on Subtenant’s partfailure by Tenant timely to surrender the Premises will be substantial, will exceed the amount of monthly Annual Rent and Additional Rent theretofore payable hereunder, and free will be impossible of accurate measurement. ▇▇▇▇▇▇ therefore agrees that if possession of the Premises is not surrendered to Landlord within two (2) days after the date of the 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 ▇▇▇▇▇▇ holds over in the Premises after expiration or sooner termination of the Lease Term, a sum equal to one and clear one-half (1 1/2) 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 any the Lease Term, and all violations (ii) for the period thereafter during which ▇▇▇▇▇▇ holds over in the Premises after expiration or sooner termination of any lawthe Lease Term, rule a sum per month equal to two and one-half (2 1/2) 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 regulation termination of any federal, state, municipal or other agency or authority by reason of Subtenant’s actions or failures to fulfill any of its the Lease Term. 22.5 Tenant's obligations under this Sublease (“Violations”). Subtenant Article 22 shall indemnify Sublandlord against any and all loss, expense, damage, costs survive the expiration or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender earlier termination 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant Tenant will, upon termination of this Lease, surrender the premises and all fixtures and equipment of the Landlord therein in good, clean, and operating condition, ordinary wear and tear excepted. Utilities shall be disconnected and all final bills paid. Utilities and proof of receipts provided by ▇▇▇▇▇▇. Tenant shall, on at time of vacating the premises: a. Clean said premises and remove trash from the premises. b. If the premises is rented with wall-to-wall carpet or before rugs, then Tenant, at the Expiration Datetermination of this Lease, remove will shampoo and clean said rug or carpet prior to vacating the premises. c. Upon vacating the premises, ▇▇▇▇▇▇ shall deliver all personal propertykeys thereto to the Landlord or Agent managing the premises within twenty-four (24) hours after vacating. Failure to comply will be cause to charge Tenant for changing locks. d. Tenant will be responsible for any damages to walls or woodwork including but not limited to those resulting from the use of picture hooks, furniturecup hooks, trade fixtures nails, or screws and other equipmentsaid ▇▇▇▇▇▇ agrees to repair all holes and damage made in walls and woodwork, provided that the removal of etc. at his expense. Tenant will return all floors cleaned and waxed and in the same does not adversely affect the Building structure or any Building operating system or condition as received. Tenant is not prohibited by the Master Lease, and that Subtenant promptly repairs responsible for any damage to the Building structure or its operating systems caused by such removal pursuant floors due to the requirements water stains. e. If premises were delivered at beginning of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Datetenancy with windows washed at expense of Landlord, all such items remaining premises shall be returned in same clean condition at end of tenancy. f. Any property which is left on the Subdemised Premises after premises at the Expiration Date end of tenancy shall be deemed considered to be abandoned by Tenant and Sublandlord shall, at Landlord's option, become Landlord’s property and Landlord may dispose of such items as it sees fit, without liability to Subtenantliability. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration Any of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesabove items not completed by Tenant will be completed by Landlord, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements▇▇▇▇▇▇ will be charged accordingly.

Surrender. Subtenant shall, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal No act by Landlord shall be an acceptance of a surrender of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master LeasePremises, and that Subtenant promptly repairs any damage no agreement to the Building structure or its operating systems caused by such removal pursuant to the requirements accept a surrender of the Master LeasePremises shall be valid unless it is in writing and signed by Landlord. Upon termination of the Lease Term or earlier termination of Tenant’s right of possession, T▇▇▇▇▇ shall surrender the Premises to Landlord in the same condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Sections 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 that Subtenant fails of Tenant’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 such items as required by this Section 4.2 by the Expiration Date, all such items remaining liability on the Subdemised Premises after the Expiration Date part of Landlord whatsoever. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and Sublandlord may dispose be stored, removed, and disposed of by Landlord, and Tenant waives all claims against Landlord for any damages resulting from L▇▇▇▇▇▇▇’s retention and disposition of such items as it sees fit, without liability to Subtenantproperty. Subtenant shall also be responsible for the removal, on or before the Expiration Date, All obligations of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition Tenant hereunder not fully performed as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any termination of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant Lease Term shall vacate and deliver possession survive the termination of the Subdemised Premises free of all liensLease Term, charges or encumbrances resulting from any act or omission on Subtenant’s partincluding indemnity obligations, and free and clear of any payment obligations with respect to Operating Expenses and all violations obligations concerning the condition and repair of the Premises. If Tenant fails to perform any law, rule obligation prior to the expiration 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”). Subtenant shall 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 earlier termination of this Sublease by SubtenantLease, or a mutual cancellation thereofLandlord may, but shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to be obligated to, perform such obligation and Tenant shall pay Landlord all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementscosts associated therewith.

Surrender. Subtenant shallNot later than 5:00 p.m. on the Termination Date, Tenant shall vacate and surrender the Premises in accordance with the provisions of this Agreement and in accordance with the Lease, including Article 12 thereof, unless such obligations are altered hereunder. Tenant shall remove from the Premises (other than the Subleased Premises) all of its personal property to which it is entitled pursuant to the provisions of the Lease on or before the Expiration Termination Date; provided, remove however, that Tenant shall not remove, and hereby grants to Landlord, title to that certain furniture and equipment itemized and attached hereto as Exhibit A which Tenant has agreed to provide to Landlord hereunder and which Tenant expressly represents and warrants is free and clear of all personal propertyliens and encumbrances. Notwithstanding anything in the Lease to the contrary, furniture, trade fixtures and other equipment, provided that the removal of the same does not adversely affect the Building structure or anything in any Building operating system or is not prohibited consent to any alterations granted by the Master Lease, and that Subtenant promptly repairs any damage Landlord with respect to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails Premises, Tenant shall not be obligated to remove any such items as required by this Section 4.2 by alterations, modifications or improvements within the Expiration DatePremises . Tenant, all such items remaining on however, will remove the Subdemised equipment racks in the lab at Landlord’s request. Tenant is hereby released from any surrender obligations with respect to the Subleased Premises. Tenant shall arrange a meeting between Tenant and Landlord at the Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Termination Date, at which time (i) Tenant shall surrender the Premises in the condition described above to Landlord, and (ii) Tenant shall deliver a ▇▇▇▇ of Sale to Landlord in the form attached hereto as Exhibit B conveying its rights, title and interest in the furniture and equipment on Exhibit A hereto. If Tenant intends to surrender the Premises prior to the Termination Date, Tenant shall provide Landlord not less than seven (7) days’ advance written notice of such earlier date. If Tenant fails to surrender the Premises to Landlord in the condition described in the Lease as modified herein, Tenant immediately shall make a $100,000 cash payment to Landlord on the Termination Date to replenish the cash security deposit, from which Landlord may make all alterations as required under appropriate deductions in accordance with the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration terms of the Subdemised Premises required under Lease and applicable law and return any applied amount to Tenant within 45 days following the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Termination Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shall, on or before 24.01 On the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal last day of the same does not adversely affect the Building structure Term, or upon any Building operating system or is not prohibited by the Master earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and that Subtenant promptly repairs any damage surrender the Demised Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises Landlord broom clean, in its good order, condition as of the Commencement Date, reasonable and repair except for ordinary wear and tear and casualty excepted. In no event damage by fire or other insured casualty, restored as provided in Section 12.01. 24.02 Prior to such surrender, Tenant shall Subtenant (a) remove Tenant's Property subject to the provisions of Article 13 hereof, (b) at Landlord's request remove from the Demised Premises all improvements, alterations, additions, fixtures and equipment (sometimes herein called "additional work") other than Tenant's Work attached hereto as Exhibit C whether such additional 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 plumbingDemised Premises from which the removal referred to in subparagraphs (a) and (b) above occurred, electrical, data lines, to a condition which will blend with and HVAC system(s), except as otherwise required pursuant be comparable to this Section 4.2adjacent areas. Subtenant Tenant's removal and repair obligations hereunder with respect to the Demised Premises shall vacate and deliver possession of extend to the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all core area or any other part of the Subdemised 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, but shallLandlord shall have the right to do so at Tenant's cost and expense, at without further notice or demand upon Tenant, and Tenant shall indemnify Landlord against all loss or liability resulting therefrom, including, without limitation, any delay in granting occupancy of 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 Demised Premises to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsa future occupant.

Surrender. Subtenant shallOn the last day of the Term, or on or before the Expiration Dateany earlier termination of this Lease, Tenant, except as hereinafter specifically provided in this subparagraph (e), shall remove all of its personal property, including movable furniture, trade fixtures and other equipment, provided that equipment not permanently attached to the removal of Premises and surrender the Premises to Landlord in the same does not adversely affect condition as when received, broom clean, ordinary wear and tear, casualty and condemnation excepted. Subject to Tenant's right to remove improvements and alterations to the Building structure or any Building operating system or is not prohibited Premises as provided in paragraph 10 below, all improvements and alterations to the Premises, whether such were made by the Master Lease, and that Subtenant promptly repairs any damage to the Building structure or its operating systems caused by such removal Landlord pursuant to the requirements provisions of paragraph 3 above or by the Tenant as allowed by paragraph 10 below, whether temporary or permanent in character, shall be the Landlord's property on termination of this Lease and shall be surrendered to Landlord in good condition and repair, ordinary wear and tear, casualty and condemnation excepted, upon expiration of the Master Term or other termination of this Lease. In , all without compensation to Tenant; provided, however, if, except as otherwise provided in subparagraph 3(k) above, Landlord has retained the event that Subtenant fails option under subparagraphs 10(a) or 3(e) to require Tenant to remove any such items as required alterations or improvements, Tenant shall remove such upon written notice given by Landlord to Tenant not later than sixty (60) days prior to the expiration date of the Term or within fifteen (15) days after any earlier termination of this Section 4.2 Lease. Tenant shall repair in a workmanlike manner all damage to the Premises occasioned by the Expiration DateTenant's removal of alterations, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned improvements and Sublandlord may dispose of such items as it sees fitpersonal property (including, without liability limitation, its trade fixtures, furnishings and equipment), which repair shall include, without limitation, the patching and filling of holes and repair of structural damage to Subtenantthe Premises. Subtenant shall also be responsible for Notwithstanding the removal, on or before the Expiration Date, provisions of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom cleansubparagraph (e), in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 Tenant is in default 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 third parties to all or any part of the Subdemised Premises, but shallLease as defined in paragraph 17 below, at the option end of Sublandlordthe Term or on any earlier termination of this Lease, either (1all personal property of Tenant shall remain at the Premises so as to enable Landlord to enforce its statutory lien interests set forth in subparagraph 6(c) terminate all or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementshereof.

Surrender. Subtenant shallOn or before the expiration or termination of this Lease, Tenant shall remove from the Premises: (i) all of its personal property, including any equipment and signage; and (ii) any improvements or alterations installed by Tenant which Landlord directs Tenant to remove (excepting the Initial Improvements). At the time of requesting Landlord's consent to an improvement or alteration, Tenant may request in writing that Landlord elect whether to require Tenant to remove such improvement or alteration upon expiration or termination of this Lease, and Landlord shall make such election at the time of granting consent (or within 30 days after Tenant's request if the improvement or alteration does not require Landlord's consent). If Landlord fails to make such election, Landlord shall be deemed to have elected to have Tenant remove the improvement or alteration. With respect to the Initial Improvements, by notice given not later than six (6) months prior to the expiration of the initial term of this Lease, Landlord may require Tenant to demolish the interior improvements to any laboratory space, returning such space to a clean, capped and in good order Building Shell condition, and Tenant shall do so prior to expiration of the Lease, provided that Tenant's total monetary obligation for its out-of-pocket costs of such demolition and return to shell condition shall not exceed $300,000 (and if such amount is not sufficient to adequately perform the task, Tenant shall consult with Landlord and shall use such funds to perform such portions of the demolition task as Landlord directs). This demolition and return to shell condition obligation shall not apply if Tenant exercises its Renewal Option. If this Lease is terminated during its initial term for any reason other than Landlord's default, then this requirement shall apply, provided that if this Lease is terminated due to Tenant's default, Landlord may elect to simply collect the $300,000 obligation in lieu of allowing Tenant to conduct such demolition and return to shell. If Tenant conducts the demolition and return to shell condition as provided above, Tenant shall be entitled to retain all items removed from the laboratory area of the Premises in the course of such work. In addition, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal expiration or termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, and that Subtenant promptly repairs Tenant shall: (i) repair any damage to the Building structure or its operating systems Premises caused by such Tenant, including any damage caused by Tenant's removal pursuant of personal property, improvements or alterations, and (ii) surrender the Premises in good order and condition, broom clean, subject to the requirements of the Master Leasereasonable wear and tear. In the event that Subtenant If Tenant fails to remove any personal property, Landlord may either have it removed and stored in a public warehouse at the risk of Tenant (the expense of such items as required removal, storage and repairs necessitated by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date removal shall be deemed paid by Tenant) or deem them abandoned and Sublandlord may dispose whereupon they shall become the property of such items as it sees fit, Landlord without liability to Subtenant. Subtenant shall also be responsible for the removal, on payment or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsoffset therefore.

Surrender. Subtenant shallNo act by Landlord shall be an acceptance of a surrender of the Premises, on 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 the Lease Term or before the Expiration Dateearlier termination of Tenant's right of possession, remove all personal property, furniture, trade fixtures and other equipment, provided that subject to the removal requirements set forth in Paragraph 12(d), Tenant shall surrender the Premises to Landlord in good usable condition, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and 16 excepted. A minimum of [***] ([***]) days prior to the expiration or earlier termination of this Lease, Landlord and Tenant shall coordinate a joint inspection of the same does Premises. Any Trade Fixtures, Tenant-Made Alterations and property not adversely affect the Building structure removed by Tenant prior to Lease expiration or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date termination shall be deemed abandoned and Sublandlord may dispose be stored, removed, and disposed of by Landlord (at Tenant's expense if the Lease required removal), and Tenant waives all claims against Landlord for any damages resulting from Landlord's retention and disposition of such items as it sees fitproperty. If Tenant fails to perform any obligation prior to the expiration or earlier termination of this Lease, without liability 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 [***]% of such costs, promptly upon Landlord's delivery to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, Tenant of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 Datean invoice therefor together with reasonably supporting documentation. The voluntary or other surrender provisions of this Sublease by Subtenant, paragraph shall survive the expiration or a mutual cancellation thereof, shall not automatically terminate any sub-subleases earlier termination of this Lease for [***] months after Lease expiration or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementstermination.

Surrender. Subtenant shall, on Upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal sooner termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, Tenant shall surrender to Landlord the Premises, free of subtenants (except as provided in Section 14.7), occupants or the like, in good order and that Subtenant promptly repairs any damage to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In repair (except in the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Dateof termination upon a Casualty, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on a total taking or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, Constructive Total Taking in its condition as of the Commencement Datecondemnation proceedings), reasonable wear and tear and damage by casualty exceptedor condemnation (except to the extent Tenant was theretofore obligated under this Lease to restore such casualty or condemnation prior to the date of such expiration or sooner termination) excepted and also except as Tenant may have been prevented from maintaining the Premises in good order and repair by occupation thereof by any entity having the power of eminent domain which shall have taken the temporary use thereof and shall then be in possession thereof. In no event shall Subtenant remove any If the Premises are not surrendered at the end of the plumbingTerm, electrical, data linesTenant shall compensate Landlord for all damages which Landlord shall suffer by reason thereof, and HVAC system(s)Tenant shall indemnify, except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate defend and deliver hold Landlord harmless from and against all claims made by any succeeding tenant against Landlord founded upon delay by Landlord in delivering possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall indemnify Sublandlord against any and all loss, expense, damage, costs or attorneys’ fees arising out of Violations occurring any time on or after such succeeding tenant to 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 third parties to extent that all or any part portion of such delay is occasioned by the failure of Tenant to surrender the Premises as and when required by this Lease. Without limiting the provisions of Section 13.1 hereof, if Tenant shall, without the written consent of Landlord, hold over after the expiration of the Subdemised PremisesTerm, but shallTenant's use shall be deemed a month-to-month tenancy, at which tenancy may be terminated upon demand of Landlord. During such tenancy, Tenant agrees to pay Landlord, each month, (i) the option following percentage of Sublandlordthe Base Rent in effect upon the expiration of the Term: (A) 125% of such Base Rent for the first ninety (90) days after the expiration or sooner termination of this Lease; (B) 150% of such Base Rent for the next ninety (90) days (that is, either until the 180th day thereafter); (1C) terminate 175% of such Base Rent for the next ninety (90) days (that is, until the 270th day thereafter); and (D) 200% of such Base Rent for the period from and after such 270th day after the expiration or sooner termination of this Lease, plus (ii) all or any existing sub-subleases or sub-subtenancies or Additional Rent payable by Tenant hereunder for such other agreements, or (2) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsmonth.

Surrender. Subtenant shallUpon the expiration or other cancellation or termination of the Term (such date, on as applicable, being hereinafter referred to as the “Surrender Date”), Tenant shall vacate and surrender possession of the Premises to Landlord in good order, repair and condition, except for ordinary wear and tear and any other damage which Tenant is not obligated to repair in accordance with the provisions of this Lease. Upon the expiration or before other termination of the Expiration DateTerm, Tenant shall (a) remove all personal propertyAlterations to the Premises which are required to be removed by Tenant upon the expiration or earlier termination of the Term pursuant to the provisions of Article 10 or any other applicable provisions of this Lease, furnitureand, trade fixtures and other equipment, provided that in connection with the removal of such Alteration, restore the same does not adversely affect Premises to the Building structure or any Building operating system or is not prohibited by condition existing prior to the Master installation of such Alterations (it being understood that such removal and restoration shall be performed subject to the provisions of Article 10 of this Lease), and that Subtenant (b) remove all of Tenant’s trade fixtures, office furniture, office equipment and other personal property from the Premises. Tenant shall promptly repairs repair any damage caused by such removal or, at Landlord’s option, pay Landlord within thirty (30) days after demand the reasonable cost of repairing any damage to the Premises or Building structure or its operating systems caused by such the removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required items. Landlord shall furnish reasonable supporting documentation for such costs to Tenant promptly after Tenant’s request. Any of Tenant’s property remaining in the Premises will be conclusively deemed to have been abandoned by this Section 4.2 Tenant and may be appropriated, stored, sold, destroyed or otherwise disposed of by the Expiration DateLandlord without further notice to or demand upon Tenant, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability or obligation to Subtenant. Subtenant shall also be responsible for the removal, on account to or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linescompensate Tenant, and HVAC system(s), except as otherwise required pursuant Tenant will pay Landlord within thirty (30) days after demand all costs incurred by Landlord relating to this Section 4.2such abandoned property. Subtenant Landlord shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenantfurnish reasonable supporting documentation for such costs to Tenant promptly after Tenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsrequest.

Surrender. Subtenant shall, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal Upon termination of the same does not adversely affect Lease Term or earlier termination of Tenant's right of possession, all Tenant Made Alterations and Non-Structural Alterations and any improvements constructed by Landlord pursuant to the Building structure Construction Addendum, if any, attached hereto ("Initial Improvements") shall remain in the Premises as the property of Landlord. Tenant shall have the right to remove its Trade Fixtures subject to the repair obligations set forth herein. Alternatively, upon any such termination, but subject to other provisions hereunder specifying a shorter notice period following an Event of Default, Landlord may, by 90 days written notice to Tenant, require Tenant at Tenant's expense to remove any or all Trade Fixtures and/or any Building operating system or is not prohibited by all Tenant-Made Alterations and/or Non-Structural Alterations and/or the Master LeaseInitial Improvements, and that Subtenant promptly repairs to repair any damage to the Building structure or its operating systems caused by such removal pursuant to in the requirements of the Master Leasesame condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and 16 excepted. In the event that Subtenant fails to remove any such items Any Trade Fixtures, Tenant-Made Alterations, Non-Structural Alterations or Initial Improvements and property not so removed by Tenant as permitted or required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date -10- <PAGE> herein shall be deemed abandoned and Sublandlord may dispose 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 items as it sees fit, without liability to Subtenantproperty. Subtenant shall also be responsible for the removal, on or before the Expiration Date, All obligations of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition Tenant hereunder not fully performed as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any termination of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant Lease Term shall vacate and deliver possession survive the termination of the Subdemised Premises free of all liensLease Term, charges or encumbrances resulting from any act or omission on Subtenant’s partincluding without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and free obligations concerning the condition 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”). Subtenant shall 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 third parties to all or any part repair of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shalla) At the expiration of the Term or earlier termination of this Lease, on or before Tenant shall promptly yield up the Expiration DatePremises and all fixtures, remove all personal propertyimprovements, furniture, alterations and additions thereto (except for Tenant’s trade fixtures and other Tenant’s equipment, provided that the removal ) in a condition which is clean of garbage and debris and broom clean and in the same does not adversely affect condition, order and repair in which they are required to be kept throughout the Building structure or any Building operating system or is not prohibited by the Master LeaseTerm, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable ordinary wear and tear and damage by fire and other insured casualty excepted. In no event shall Subtenant remove any All of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise Tenant’s property required to be removed pursuant to this Section 4.2. Subtenant Lease not removed prior to the expiration or earlier termination of this Lease shall vacate thereupon be conclusively presumed to have been abandoned by Tenant and deliver Landlord may, at its option, take over possession of such property and either (a) declare the Subdemised Premises free same to be the property of all liensLandlord by written notice to Tenant at the address provided herein or (b) at the sole cost and expense of Tenant, charges or encumbrances resulting from any act or omission on Subtenant’s part, remove and free and clear store and/or dispose 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”). Subtenant shall 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 third parties to all same or any part thereof in any manner that Landlord shall choose without incurring liability to Tenant or any other person, and Tenant’s failure to remove such property shall be deemed a holding over by Tenant under Section 28(b) hereunder until such failure is rectified by Landlord or Tenant. b) If Tenant, or any person claiming through Tenant, continues to occupy the Premises after the expiration of the Subdemised Premises, but shallTerm or earlier termination of this Lease or any renewal thereof the tenancy under this Lease shall become, at the option of SublandlordLandlord, either expressed in a written notice to Tenant and not otherwise, month-to-month, terminable by Tenant or Landlord on thirty (130) terminate days prior notice, under the same terms and conditions set forth in this Lease, except that, regardless of whether Landlord grants such consent, the Fixed Basic Rent during such continued occupancy shall be one hundred and fifty percent (150%) of the amount set forth in the Preamble for the last month of the Term. Anything to the contrary notwithstanding, any holding over by Tenant without Landlord’s prior written consent shall constitute an event of default under this Lease and shall be deemed a tenancy at sufferance and shall be subject to all or any existing sub-subleases or sub-subtenancies or such other agreements, or (2the remedies set forth in Subsection 29(b) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsthis Lease.

Surrender. Subtenant shall▇▇▇▇▇▇ agrees on the last day of the Lease Term, on 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 18 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 subparagraph 1l.▇.▇), and Alterations as defined in subparagraph 10.A made by Tenant which Landlord has indicated that Tenant shall not be required to remove, excepted. Tenant agrees, at its sole cost, to remove all phone and data cabling from the suspended ceiling and repair or replace broken ceiling tilts, and relevel the ceiling if required. Tenant shall ascertain from Landlord within thirty (30) days before the Expiration Date, Date (or promptly following any sooner termination of his Lease) whether Landlord will require Tenant to remove all personal property, furniture, trade fixtures and other equipment, any Alterations made by Tenant at the Premises; provided that Landlord shall not require Tenant to remove any Alteration which Landlord has previously indicated may remain at the removal of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master LeasePremises. If Landlord shall so require, then Tenant shall remove such Alterations as Landlord may designate and that Subtenant promptly repairs shall repair any damage to the Building structure Premises occasioned by the removal before the Expiration Date or its operating systems caused by such removal pursuant to promptly following any sooner termination at ▇▇▇▇▇▇'s sole cost and expense. On or before the requirements end of the Master LeaseLease Term or promptly following any sooner termination, Tenant shall remove all of its personal property and trade fixtures from the Premises, and all property and fixtures not so removed shall be deemed to be abandoned by Tenant. In If the event that Subtenant fails to remove any such items as Premises are not surrendered at the end of the Lease Term or sooner termination of this Lease in the condition required by this Section 4.2 paragraph, Tenant shall indemnify, defend and hold harmless Landlord against loss or liability resulting from delay by ▇▇▇▇▇▇ in so surrendering the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fitincluding, without liability to Subtenant. Subtenant shall also be responsible for the removallimitation, any claims made by any succeeding tenant founded on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsdelay.

Surrender. Subtenant shallSECTION 4.01. On the last day of the term hereof or upon any earlier termination of this lease, on or before upon any re-entry by Sublessor upon the Expiration DateDemised Premises pursuant to Article 19 hereof, remove Sublessee shall surrender the Demised Premises, together with all fixtures and articles of personal propertyproperty attached to or used in the operation thereof, into the possession and use of Sublessor without delay and in good order, condition and repair, reasonable wear and tear excepted, free and clear of all lettings and occupancies other than subleases permitted by this lease and any existing subleases and free and clear of all liens and encumbrances other than those, if any, permitted by this lease or created or consented to by Sublessor. SECTION 4.02. Where furnished by or at the expense of any subtenant, furniture, trade fixtures and other equipmentbusiness equipment (not constituting part of the Demised Premises) may be removed by Sublessee or by such subtenant at or prior to the termination of its sublease, provided provided, however, that the removal thereof will not contravene the provisions of the same does not adversely affect Ground Lease or the Mesne Lease and that Sublessee shall with due diligence, and without expense to Sublessor, cause the Building structure to be promptly restored to its condition prior to such removal and cause any injury due to such removal to be promptly repaired. SECTION 4.03. Any personal property of Sublessee or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly repairs any damage to subtenant which shall remain in the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 termination 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 third parties to all lease or any part sublease and the removal of Sublessee or such subtenant from the Subdemised PremisesBuilding, but shallmay, at the option of SublandlordSublessor be deemed to have been abandoned by Sublessee or such subtenant and either may be retained by Sublessor as its property or be disposed of, either (1) terminate all without accountability, in such manner as Sublessor may see fit. CON 5024 PAGE 548 SECTION 4.04. Sublessor shall not be responsible for any loss or damage occurring to any property owned by Sublessee or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord subtenant. SECTION 4.05. The provisions of this Article 4 shall survive any or all such sub-subleases or sub-subtenancies or such other agreementstermination of this lease.

Surrender. Subtenant shallUpon the expiration or other termination of the Term, on Tenant will immediately vacate and surrender possession of the Premises in good order, repair and condition, except for ordinary wear and tear, casualty, condemnation and repairs which are specifically made the responsibility of Landlord under this Lease. Upon the expiration or before other termination of the Expiration DateTerm, remove Tenant agrees to remove, at Tenant's sole cost and expense (a) all personal propertychanges, furniture, trade fixtures additions and other equipment, provided that improvements to the Premises the removal of which Landlord requested or approved according to Section 7.1 at the time Landlord consented to their installation, except that the same does shall not adversely affect apply to any of the Building structure initial Tenant Improvements in the Premises or any Building operating system or is not prohibited tenant improvements which are typical for general office tenants which have been approved in writing by the Master LeaseLandlord, and that Subtenant promptly repairs (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 or Building structure or its operating systems caused by such the installation or removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required items. Any of Tenant's property remaining in the Premises more than one (1) week following termination of this Lease will be conclusively deemed to have been abandoned by this Section 4.2 Tenant and may be appropriated, stored, sold, destroyed or otherwise disposed of by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, Landlord without liability notice or obligation to Subtenant. Subtenant shall also be responsible for the removal, on account to or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linescompensate Tenant, and HVAC system(s), except as otherwise required pursuant Tenant will pay Landlord on demand all costs incurred by Landlord relating to this Section 4.2such abandoned property. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Tenant's obligations under this Sublease (“Violations”). Subtenant shall indemnify Sublandlord against any and all loss, expense, damage, costs Section 15.1 will survive the expiration or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender early termination 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant shall, on Upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure Term or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly repairs any damage Tenant’s right to the Building structure or its operating systems caused by such removal pursuant to the requirements possession of the Master Lease. In premises, Tenant shall return the event that Subtenant fails Premises to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned Landlord in good order and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Datecondition, reasonable wear and tear damage caused by taking or fire or other casualty and casualty damage caused by the negligence or willful misconduct of Landlord or its agents, contractors or employees excepted. In no event shall Subtenant If Landlord requires or permits Tenant to remove any alterations pursuant to Section 10, 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 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 Premises prior to the expiration or earlier termination of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant Term or Tenant’s right to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free Premises. If Tenant does not remove such items, 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 cause such items to be removed and disposed of all liens, charges or encumbrances resulting from any act or omission on Subtenantat Tenant’s part, 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”). Subtenant shall 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 without notice to Tenant (except that Landlord shall give Tenant ten (10) days prior written notice to remove such items with respect to a mutual cancellation thereof, shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to all or any part termination of the Subdemised Premises, but shall, at the option of Sublandlord, either (1Lease not involving a default by Tenant) terminate all or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment and without obligation to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementscompensate Tenant.

Surrender. Subtenant shall, on or before At the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal termination of the same does not adversely affect Lease Term, Tenant shall peaceably surrender the Building structure or any Building operating system or is not prohibited by the Master LeasePremises clean and in good order, repair and condition, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Datein conformance, in all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other material respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Datewith all Legal Requirements and Tenant’s repair obligations, reasonable wear and tear and damage by fire or casualty exceptedor taking and Landlord’s repair obligations excepted and to deliver to Landlord all keys to the Premises or any part thereof. In no event Any alteration, addition or improvement in, on, or to the Premises made or installed by Tenant shall Subtenant become a part of the realty and belong to Landlord without compensation to Tenant upon the expiration or sooner termination of the Lease Term, at which time title shall pass to Landlord under this Lease as if by a ▇▇▇▇ of sale, unless Landlord elects otherwise and notifies Tenant to remove any such tenant improvements at any time prior to the expiration of the plumbingLease Term as set forth below. If Landlord elects for Tenant to remove any or all of such tenant improvements, electricalLandlord shall notify Tenant in writing no later than thirty (30) days prior to the expiration of the Lease Term as to which tenant improvements are to be removed prior to the expiration or termination of the Lease. If Landlord fails to so notify Tenant, Tenant shall have no obligation to remove such tenant improvements and restore the Premises as a result of such removal. Notwithstanding the foregoing, any and all trade equipment (including but not limited to manufacturing and processing equipment), trade fixtures, furniture, data lines, inventory and HVAC system(sbusiness equipment (“Personal Property”) shall remain Tenant’s property and shall be removed by Tenant at the expiration or earlier termination of this Lease. Upon demand by Landlord and in accordance with the terms set forth above, Tenant shall remove, at Tenant’s sole cost and expense, forthwith and with all due diligence (but in any event prior to the expiration or earlier termination of the Lease Term), except as otherwise required pursuant any such alterations, additions or improvements which are designated by Landlord to be removed, and Tenant shall forthwith and with all due diligence, at its sole cost and expense, repair any damage to the Premises or the Building Complex caused by such removal. In the event Tenant fails so to remove any Personal Property or any such alterations, additions and improvements or fails to repair any such damage to the Premises or the Building Complex caused thereby, Landlord may do so and collect from Tenant the cost of such removal and repair in accordance with this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements7.8.

Surrender. Subtenant shallUpon the expiration or other termination of the Term, on 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 before other termination of the Expiration DateTerm, Tenant agrees to remove (a) all personal propertychanges, furniture, trade fixtures additions and other equipment, provided that improvements to the Premises the removal of which Landlord requested or approved according to Section 7.1 at the same does not adversely affect the Building structure or time Landlord consented to their installation, (b) any Building operating security system or is not prohibited by the Master Leaseinstalled on extended pursuant to Section 5.4(b); (c) all of Tenant’s Specialized Equipment (as defined in Section 7.1), and that Subtenant promptly repairs (d) 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 structure or its operating systems and/or Project caused by the installation or removal of any such removal pursuant items. Notwithstanding the foregoing, (i) Tenant may not unilaterally terminate this Lease prior to the requirements expiration of the Master LeaseTerm and (ii) 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. In Any of Tenant’s property remaining in the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on expiration or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration earlier termination of the Subdemised Premises required under the Master Lease. In all other respectsTerm will be conclusively deemed to have been abandoned by Tenant and may be appropriated, Subtenant shall deliver the Subdemised Premises broom cleanstored, in its condition as sold, destroyed or otherwise disposed of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesby Landlord without notice or obligation to account to or compensate Tenant, and HVAC system(s), except as otherwise required pursuant Tenant will pay Landlord on demand all costs incurred by Landlord relating to such abandoned property. Tenant’s obligations under this Section 4.2. Subtenant shall vacate 15.1 will survive the expiration or early termination of this Lease and deliver no surrender of possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any by Tenant will limit Tenant’s liability under this Lease. No act or omission on Subtenantthing done by Landlord or Landlord’s partagents during the Term of this Lease will be deemed an acceptance of a surrender of the Premises, 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 unless in writing signed by reason of Subtenant’s actions or failures to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 DateLandlord. The voluntary delivery of the keys to an employee or other agent of Landlord will not operate as a termination of this Lease or a 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shallOn termination of the Lease Agreement, the Tenant must ensure that the premises undergo refurbishment, including of flooring, painting of walls and, where relevant, other painted surfaces to the effect that all surfaces are in the same condition as at the date of taking possession. The premises are otherwise surrendered in a clean and well-maintained condition without damage or defects of any kind. The Tenant has a duty, but not a right, to re-establish structural changes on vacating the premises. This also applies where the Landlord has granted his consent to the changes. In case of changes to the premises, the parties agree whether or not the change must be restored on termination of the Lease Agreement. Agreed structural changes prior to taking possession should not be restored on termination of the Lease Agreement. If the leased premises are vacated by the Tenant before the agreed period of non-terminability expires, see clause 5, the Tenant will pay to the Landlord the residual depreciation on the Landlord’s investment, see Appendix 10 and the residual investment rent, see Appendix 7. Business lease until 1 February 2021. If the Tenant vacates the premises at the Landlord’s request (see clause 1), the Landlord’s claim for the above-mentioned repayment of residual depreciation and investment rent will lapse. (a new appendix regarding depreciation will be prepared). If the Tenant vacates the premises at the Landlord’s request (see clause 1), the Tenant’s duty of refurbishment on vacation of the areas in question will lapse. The Tenant must surrender all keys, tags, codes and access cards and the like to the premises on termination of the Lease Agreement. This includes keys, tags, codes and access cards and the like to alarm systems and access points installed by the Tenant. Any refurbishment obligations ascertained in connection with the moving-out inspection as described below will be carried out by the Landlord for the account of the Tenant. If the remedial work has not been completed before termination of the Lease Agreement, the Landlord may demand payment for services under clauses 6, 11 and 15 until the premises have been brought into contractual condition. The parties agree that the Landlord is entitled to demand that the value of the cost of the identified works and improvement according to the moving-out report be capitalised and that the calculated costs with addition of any relevant engineering fee be paid in cash by the Tenant to the Landlord not later than seven days after receipt of the statement. On or before the Expiration Datetermination of the Lease Agreement, remove all personal propertya moving-out inspection will be held with a representative attending for both the Landlord and the Tenant. On the basis of this moving-out inspection, furniturethe parties will prepare a report of the condition of the premises. Together with the moving-in report prepared on occupation, trade fixtures this report forms the basis of any claims for repair work of the Landlord. Immediately after the moving-out inspection, the Landlord must invite a quotation for the execution of the repair works specified in the moving-out report. If the Tenant disagrees with the specified amount, the Tenant is at liberty, on the basis of the moving-out report, to invite an independent quotation for the works and other equipmentimprovements identified by the Landlord. Within seven business days of its receipt of the moving-out report, provided the Tenant must notify the Landlord in writing that the removal Tenant wants to invite an independent quotation. The quotation obtained by the Tenant must be fully comparable with the requirements specification prepared by the Landlord. If, against the background of the same does not adversely affect the Building structure or any Building operating system or is not prohibited quotation obtained by the Master LeaseTenant, and that Subtenant promptly repairs any damage to the Building structure or its operating systems caused by such removal pursuant to parties disagree over the requirements size of the Master Leaseexpense, the parties must mutually appoint an independent expert valuer for determining the final size of the amount. In the event that Subtenant fails to remove any such items as required by this Section 4.2 The final value established by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall expert valuer cannot be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed challenged by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data linesparties, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate the amount is payable in cash by the Tenant in full and deliver possession final settlement of the Subdemised Premises free claim (after offsetting the deposit amount) within seven business days of the receipt of the valuer’s written notification establishing the size of the amount. Business lease until 1 February 2021. The costs of the expert valuer’s assessment will be shared equally between the parties. In connection with the moving-out inspection, the moving-out report will be based on all liens, charges or encumbrances resulting from any act or omission on Subtenant’s partpainted surfaces being surrendered with a fresh coat of paint, and free flooring, doors, ceiling sheets and clear window s▇▇▇▇ and installations comprised by the Tenant’s duty of any maintenance must be in a functional condition, clean and all violations maintained and otherwise in the same state of any law, rule or regulation repair and condition as on the date 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”). Subtenant shall 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 Datetaking possession. The voluntary or other surrender of this Sublease by Subtenant, or a mutual cancellation thereof, shall not automatically terminate any subLandlord must forward the moving-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights out report to third parties to all or any part the last known address of the Subdemised PremisesTenant. The time limit of four weeks set out in section 74(2) of the Danish Business Lease Act has been extended to eight weeks. If, but shallon the date of termination, at the option leased premises comprise laboratories or animal buildings classified according to Danish working environment legislation, environmental laws, radiation legislation or the like, these premises must be downgraded and cleaned by the Tenant prior to vacating the premises. On surrender, the Tenant must provide documentation of Sublandlordhaving carried out the downgrade and deregistration with the relevant authorities, either (1) terminate all or any existing sub-subleases or sub-subtenancies or such including the Danish Working Environment Authority. Failure to provide documentation will entitle the Landlord to collect rent and other agreements, or (2) operate as an assignment to Sublandlord mandatory payments until the documentation is available. The Landlord has prepared inspirational materials which may be used in connection with the downgrading and cleaning of any or all such sub-subleases or sub-subtenancies or such other agreementslaboratories. The inspirational materials are available upon request.

Surrender. Subtenant shall, on Upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect Term, Tenant shall surrender the Building structure or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly repairs any damage Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, Landlord in its condition existing as of the Commencement Date, reasonable normal wear and tear and fire or other casualty excepted. In no event shall Subtenant remove , 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 of burned out or broken light bulbs or ballasts, the plumbing, electrical, data linesHVAC equipment serviced and repaired by a reputable and licensed service firm, and HVAC system(s)all floors cleaned, except as otherwise required all to the reasonable satisfaction of Landlord. Tenant shall remove from the Premises all of Tenant’s Personal Property and any Alterations that Landlord designates for removal pursuant to Paragraph 11(a) below (including the Courtyard Improvements, if applicable, but excluding the Tenant Improvements) and any other Alterations that Landlord designates for removal if such Alterations were not approved by Landlord, and repair any damage and perform any restoration work caused by such removal. If Tenant fails to remove Tenant’s Personal Property and/or any Alterations that Tenant is required to remove, and such failure continues after the termination of this Section 4.2Lease, 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. Subtenant Tenant shall vacate be liable to Landlord for costs of removal of any such Alterations and deliver possession Tenant’s Personal Property and storage and transportation costs of same, and the Subdemised cost of repairing and restoring the Premises, together with interest at the Interest Rate from the date of expenditure by Landlord. If the Premises free are not so surrendered at the termination of this Lease, Tenant shall indemnify Landlord and Landlord’s Agents against all liensloss or liability, charges or encumbrances including attorneys’ fees and costs, resulting from any act or omission on Subtenantdelay 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 commercially reasonable standards for maintenance, repair and janitorial practices to the extent the same are Tenant’s part, 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”)lease. Subtenant It is not intended, nor shall indemnify Sublandlord against any and all lossit be construed, expense, damage, costs to include items of neglected or attorneys’ fees arising out of Violations occurring any time on deferred maintenance which would have or after should have been attended to during 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 third parties to all or any part Term of the Subdemised Premises, but shall, Lease if commercially reasonable standards had been applied to properly maintain and keep the Premises 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementstimes in good condition and repair.

Surrender. Subtenant shall19.1 At the expiration or other termination of this Lease, on or before Tenant shall surrender the Expiration Date, remove all personal property, furniture, trade fixtures Premises to Landlord in as good order and other equipment, provided that condition as they were at the removal commencement of the same does not adversely affect the Building structure Term or any Building operating system or is not prohibited by the Master may be put in thereafter in accordance with this Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty (other than for any Restoration required by the terms of this Lease) damage to the Premises by any Major Condemnation of the Premises excepted. In no event All alterations, except Tenant’s furniture, trade fixtures, satellite communications dish and equipment, computer and other similar moveable equipment and shelving (“trade fixtures”), shall Subtenant become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the Term. At the expiration or termination of the Term, Tenant shall remove its trade fixtures, as well as its Signs and identification marks, from the Premises. Tenant agrees to repair any and all damage caused by such removal. Trade fixtures and personal property not so removed at the end of the Term or within thirty (30) days after the earlier termination of the Term for any reason whatsoever shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from the Premises. The reasonable cost of removing and disposing of such property and repairing any damage to any of the plumbing, electrical, data lines, and HVAC system(s), except Premises caused by such removal shall be borne by Tenant. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any property which becomes the property of Landlord as otherwise required pursuant to a result of such expiration or earlier termination. The provisions of this Section 4.2. Subtenant 19.1 shall vacate survive the termination or expiration of this Lease. 19.2 Upon termination of this Lease for any reason, Tenant will return to Landlord the Premises licensed by the State of Oregon and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, and free and clear of by any and all violations governmental agencies having jurisdiction over the Premises as a memory care facility with at least the Minimum Licensed Beds (subject to any reduction in the number of licensed beds required by any lawgovernmental authority solely as a result of changes in laws, rule rules and regulations relating to the physical attributes of the improvements on the Premises) with an unrestricted license in full force and good standing for no less than the Minimum Licensed Beds (subject to any reduction in the number of licensed beds required by any governmental authority solely as a result of changes in laws, rules and regulations relating to the physical attributes of the improvements on the Premises). 19.3 Upon the expiration or regulation earlier termination of any federalthis Lease, state, municipal or other agency or authority by reason Tenant shall enter into an operating transition agreement (the “OTA”) with Landlord in order to provide for the orderly transition of Subtenant’s actions or failures to fulfill any the operation of its obligations under the facility following the termination of this Sublease (“Violations”). Subtenant shall 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 DateLease. The voluntary or other surrender OTA shall provide for a procedure for the assignment and assumption of this Sublease by Subtenantall resident agreements, or a mutual cancellation thereof, shall not automatically terminate any sub-subleases or sub-subtenancies or operating agreements and other agreements by which Subtenant has granted rights that Landlord elects to third parties to have assigned from Tenant. In addition, the OTA shall address the transition of licensing requirements for the Facility under all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsapplicable Legal Requirements.

Surrender. Subtenant shallUpon the termination of this Lease, on whether by forfeiture, lapse of time or before otherwise, or upon the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal termination 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 Subtenant promptly repairs any damage Tenant's right to the Building structure or its operating systems caused by such removal pursuant to the requirements possession of the Master Lease. In Premises, Tenant will at once surrender and deliver up the event that Subtenant fails Premises, together with all improvements thereon, to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned Landlord in good condition and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Daterepair, reasonable wear and tear excepted; conditions existing because of Tenant's failure to perform maintenance, repairs or replacements as required of Tenant under this Lease shall not be deemed "reasonable wear and casualty exceptedtear." Tenant shall surrender to Agent all keys to the Premises and make know to Agent the explanation of all combination locks which Tenant is permitted to leave on the Premises. In no event Said improvements shall Subtenant remove any of the include all plumbing, lighting, electrical, data linesheating, 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 may remove any floor covering as to which Tenant paid the total cost of purchase and installation; in such event, Tenant shall remove all fastenings, paper, glue, bases and other vestiges thereof and restore the floor surface to its previous condition, or shall pay to Landlord the cost of so restoring the floor surface condition. Except as provided in the immediately preceding sentence, all additions, hardware, non-trade fixtures and all improvements, in or upon the Premises placed there by Tenant ("Alterations") shall become Landlord's property and shall remain upon the Premises upon such termination without compensation or allowance credit to Tenant, provided, however, that Landlord shall have the right to require Tenant to remove any Alterations or any portion thereof, including without limitation any floor covering purchased and installed at Tenant's sole cost, and HVAC system(sto restore the Premises to their condition prior to the making thereof, repairing any damage occasioned by such removal and restoration. Said right shall be exercised by Landlord's giving written notice thereof to Tenant on or before twenty (20) days after any such termination. If Landlord requires removal of any Alteration or portion thereof, and Tenant does not make such removal in accordance with this Section at the time of such termination or within ten (10) days after such request, whichever is later, Landlord may remove the same (and repair any damage occasioned thereby), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 Subtenantdispose thereof, or a mutual cancellation thereofat its election, shall not automatically terminate deliver the same to any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to all or any part place of the Subdemised Premises, but shall, at the option business of Sublandlord, either (1) terminate all or any existing sub-subleases or sub-subtenancies or such other agreementsTenant, or (2) operate as an assignment warehouse the same. Tenant shall pay the costs of such removal, repair, delivery and warehousing to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLandlord on demand.

Surrender. Subtenant On expiration or early termination of this Lease, Tenant shall deliver all keys to Landlord, have final utility readings made and pay all utility accounts current on the date of move out, and surrender the Premises clean and free of debris inside and out, with all mechanical, electrical, and plumbing systems in good operating condition, all signing removed and defacement corrected, all repairs called for under this Lease completed, all interior walls repaired and repainted if marked or damaged, all carpets steam 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 bulb or ballasts, and all floors cleaned, all to the reasonable satisfaction of Landlord. Also prior to the expiration or earlier termination of the Lease Term, Tenant shall, on or before the Expiration Dateat its sole cost and expense, remove all Tenant’s personal property, furniture, trade fixtures and other equipment, provided that property from the removal of Premises. The Premises shall be delivered in the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of at the Commencement Date, reasonable subject only to damage by casualty, the provisions of Paragraphs 6.4, 6.5, 6.6 and 17.2 and depreciation and wear and tear from ordinary use. Tenant shall remove all of its furnishings and casualty exceptedtrade fixtures that remain its property and restore all damage resulting from such removal. In no event Failure to remove said property shall Subtenant remove any be an abandonment of the plumbing, electrical, data linessame, and HVAC system(sLandlord may remove and/or dispose of it in any manner permitted under law without liability, and Tenant shall be liable to Landlord for any costs of removal, restoration, transportation to storage, storage and/or disposal, plus an administrative fee of [***] percent ([***]%), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate together with interest on all such expenses and deliver possession of fees at the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 Dateinterest rate provided in Paragraph 25.2. The voluntary or other surrender provisions of this Sublease by SubtenantParagraph 17.1 (including, without limitation, all provisions referenced herein) shall survive the expiration 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 third parties to all or any part earlier termination of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsthis Lease.

Surrender. Subtenant shallUpon the expiration or other termination of the Term, on or before termination of Tenant’s right to possession of the Expiration DatePremises, Tenant will immediately vacate and surrender possession of the Premises, in good order, repair and condition, except for ordinary wear and tear, any portion of the Premises for which Landlord is responsible for repair and maintenance under the terms of this Lease, and casualty damage governed by Section 10. Upon the expiration or other termination of the Term, or termination of Tenant’s right to possession of the Premises, Tenant agrees to remove (a) all Tenant Alterations (other than the Leasehold Improvements) the removal of which Landlord requested or approved according to Section 7.1 at the time Landlord consented to their installation, and (b) all Specialized Tenant Improvements which Tenant designated for removal according to Paragraph 20 of Exhibit B, (c) all of Tenant’s trade fixtures, office furniture, office equipment and other personal property, furnitureand (d) any other specialized tenant improvements installed by and paid for by Tenant, trade fixtures as identified 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 mutually agreed to in writing by the Master Lease, Landlord and that Subtenant promptly repairs Tenant prior to installation. Tenant will repair any damage to the Building structure or its operating systems Premises, Buildings and/or Project caused by the installation or removal of any such removal items or, if Tenant fails to make sure repairs within a reasonable time, Landlord may, at its option, make sure repairs and Tenant will reimburse Landlord for the reasonable cost of such repair following receipt of demand and reasonable back-up. Notwithstanding the foregoing, (i) except pursuant to the requirements express provisions of this Lease (including, without limitation, Sections 10.1, 12.2(b) and Section 29), Tenant may not unilaterally terminate this Lease prior to the expiration of the Master LeaseTerm and (ii) Tenant will be responsible for removing all Telecom Equipment installed by or at Tenant’s request at the expiration or earlier termination of the Term, or termination of Tenant’s right to possession of the Premises, in accordance with Section 26.6 below. In Any of Tenant’s property remaining in the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on expiration or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration earlier termination of the Subdemised Premises required under the Master Lease. In all other respectsTerm, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as or termination of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant Tenant’s right to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free Premises, will be conclusively deemed to have been abandoned by Tenant and may be appropriated, stored, sold, destroyed or otherwise disposed of all liens, charges by Landlord without notice or encumbrances resulting from any act obligation to account to or omission on Subtenant’s partcompensate Tenant, and free and clear of any and Tenant will pay Landlord on demand all violations of any lawreasonable costs incurred by Landlord relating to such abandoned property, rule including the cost to remove or regulation of any federal, state, municipal or other agency or authority by reason of Subtenantdemolish such property. Tenant’s actions or failures to fulfill any of its obligations under this Sublease (“Violations”)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. Subtenant shall indemnify Sublandlord against any and all lossNo 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, expense, damage, costs or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Dateunless in writing signed by Landlord. The voluntary delivery of the keys to an employee or other agent of Landlord will not operate as a termination of this Lease or a 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shallUpon the expiration or other termination of the Term, on 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 before other termination of the Expiration DateTerm, Tenant agrees, subject to the Surrender Condition Qualification as defined in Section 7.1(h), to remove (a) all personal propertyTenant Changes to the Premises, furniture, trade fixtures and other equipment, provided that the removal of which Landlord requested or approved according to Section 7.1(h) at the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master Leasetime Landlord consented to their installation, and that Subtenant promptly repairs (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 structure or its operating systems and/or Project caused by such the installation or removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Dateitems, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any Notwithstanding the foregoing, Tenant will be responsible for removing all Telecom Equipment at the expiration or earlier termination of the plumbingTerm in accordance with Section 26.9 below. If Tenant fails to surrender the Premises on the expiration or earlier termination of this 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), electricalwith such removal and repair obligations completed, data linesthen, 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 loss or liability including, without limitation, any claims made by any succeeding tenant based thereon, and HVAC system(s), except as otherwise required pursuant to any attorneys’ fees and other costs of legal proceedings. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Tenant’s obligations under this Section 4.2. Subtenant shall vacate 15.1 will survive the expiration or early termination of this Lease and deliver no surrender of possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any by Tenant will limit Tenant’s liability under this Lease. No act or omission on Subtenantthing done by Landlord or Landlord’s partagents during the Term of this Lease will be deemed an acceptance of a surrender of the Premises, 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 unless in writing signed by reason of Subtenant’s actions or failures to fulfill any of its obligations under this Sublease (“Violations”). Subtenant shall 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 DateLandlord. The voluntary delivery of the keys to an employee or other agent of Landlord will not operate as a termination of this Lease or a 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant shall, on or before 24.01 On the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal last day of the same does not adversely affect the Building structure Term, or upon any Building operating system or is not prohibited by the Master earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and that Subtenant promptly repairs any damage surrender the Demised Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises Landlord broom clean, in its good order, condition as of the Commencement Date, reasonable and repair except for ordinary wear and tear and casualty excepted. In no event damage by fire or other insured casualty, restored as provided in Section 12.01. 24.02 Prior to such surrender, Tenant shall Subtenant (a) remove Tenant's Property subject to the 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 plumbingDemised Premises from which the removal referred to in subparagraphs (a) and (b) above occurred, electrical, data lines, to a condition which will blend with and HVAC system(s), except as otherwise required pursuant be comparable to this Section 4.2adjacent areas. Subtenant Tenant's removal and repair obligations hereunder with respect to the Demised Premises shall vacate and deliver possession of extend to the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all core area or any other part of the Subdemised 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, but shallLandlord shall have the right to do so at Tenant's cost and expense, at without further notice or demand upon Tenant, and Tenant shall indemnify Landlord against all loss or liability resulting therefrom, including, without limitation, any delay in granting occupancy of 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 Demised Premises to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsa future occupant.

Surrender. Subtenant shall, on or before 24.01 On the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal last day of the same does not adversely affect the Building structure Term, or upon any Building operating system or is not prohibited by the Master earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and that Subtenant promptly repairs any damage surrender the Demised Premises to the Building structure or its operating systems caused by such removal pursuant to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises Landlord broom clean, in its good order, condition as of the Commencement Date, reasonable and repair except for ordinary wear and tear and casualty excepted. In no event damage by fire or other insured casualty, restored as provided in Section 12.01. 24.02 Prior to such surrender, Tenant shall Subtenant (a) remove Tenant's Property subject to the provisions of Article 13 hereof, (b) at Landlord's request remove from the Demised Premises all improvements, alterations, additions, fixtures and equipment (sometimes herein called "additional work") other than Tenant's work attached hereto as Exhibit C, whether such additional 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 plumbingDemised Premises from which the removal referred to in subparagraphs (a) and (b) above occurred, electrical, data lines, to a condition which will blend with and HVAC system(s), except as otherwise required pursuant be comparable to this Section 4.2adjacent areas. Subtenant Tenant's removal and repair obligations hereunder with respect to the Demised Premises shall vacate and deliver possession of extend to the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all core area or any other part of the Subdemised 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, but shallLandlord shall have the right to do so at Tenant's cost and expense, at without further notice or demand upon Tenant, and Tenant shall indemnify Landlord against all loss or liability resulting therefrom, including, without limitation, any delay in granting occupancy of 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 Demised Premises to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsa future occupant.

Surrender. On the Expiration Date or upon the sooner termination of this Sublease, Subtenant shall, on at its sole cost and expense, quit, surrender, vacate and deliver the Sublease Premises to Sublandlord 'broom clean' and in good order, condition and repair except for ordinary wear and tear and damage by fire or before other casualty. Subject to the Expiration Dateterms of the Prime Lease, Subtenant shall retain title to, including the right to remove from the Sublease Premises at any time during the Term hereof, any movable trade fixtures or equipment paid for and installed by Subtenant (without contribution by either Sublandlord or Prime Landlord) used in Subtenant's business which are not necessary for the structural integrity of the Silicones Building or the operation of any building, mechanical or utility systems or equipment. Upon the expiration or sooner termination of this Sublease, Subtenant shall, at its sole cost and expense, remove all personal property, furniture, property and any movable trade fixtures and other equipmentor equipment belonging to Subtenant which it is permitted to move pursuant to this Section, provided provided, however, 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 in each instance Subtenant promptly repairs any damage to the Sublease Premises or the Silicones Building structure or its operating systems caused by such removal pursuant due to the requirements installation or removal of such property. Any trade fixtures, equipment or other property of Subtenant remaining at the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Sublease Premises after the Expiration Date expiration of this Sublease shall be deemed abandoned and may be removed or otherwise disposed of by Sublandlord may dispose of such items as it sees fitwithout any notice, without liability or obligation to Subtenant, but Subtenant shall remain liable to reimburse Sublandlord for the cost of performing any such work, said reimbursement to be made within ten (10) days after Sublandlord submits bills therefor. Subtenant shall also be responsible for the removalagrees to indemnify, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease defend and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear save Sublandlord harmless from and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall indemnify Sublandlord against any and all loss, expensecost, damage, costs expense or attorneys’ fees arising out of Violations occurring any time on or after liability resulting from the Commencement Date. The voluntary or other surrender of this Sublease by Subtenantfailure of, or a mutual cancellation thereofthe delay by, shall not automatically terminate Subtenant in so surrendering the Sublease Premises, including,without limitation, any sub-subleases or sub-subtenancies or other agreements claims made by which Subtenant has granted rights to third parties to all Prime Landlord or any part of the Subdemised Premises, but shall, at the option of Sublandlord, either (1) terminate all succeeding Subtenant founded on such failure or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsdelay.

Surrender. Subtenant shall‌ 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 or before the Expiration Datedate of the sooner termination of this Lease, provided no Event of Default by Tenant then exists, Tenant shall have the right to remove all its movable personal property, furniture, property (but excluding the personal property of Landlord leased to Tenant pursuant to this Lease) and 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 Subtenant promptly Tenant repairs any damage to the Building structure or its operating systems caused Premises resulting from the removal of same. Any property not removed by such removal pursuant Tenant prior to the requirements expiration of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date Lease Term shall be deemed abandoned and Sublandlord may dispose be appropriated, sold, destroyed or otherwise disposed of such items as it sees fitby 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, without liability 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 Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver surrender possession of the Subdemised Premises free or any part thereof at the expiration or earlier termination of 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 lienscosts, charges claims, loss or encumbrances liability resulting from delay by Tenant in surrendering the Premises upon expiration or sooner termination of the Lease Term, including, without limitation, any claims made by any succeeding tenant founded on such delay, but 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 act or omission on Subtenant’s partfailure by Tenant timely to surrender the Premises will be substantial, will exceed the amount of monthly Annual Rent and Additional Rent theretofore payable hereunder, and free will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within two (2) days after the date of the 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 one and clear one- half (1 1/2) 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 any the Lease Term, and all violations (ii) for the period thereafter during which Tenant holds over in the Premises after expiration or sooner termination of any lawthe Lease Term, rule a sum per month equal to two and one-half (2 1/2) 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 regulation termination of any federal, state, municipal or other agency or authority by reason of Subtenant’s actions or failures to fulfill any of its the Lease Term. 22.5 Tenant's obligations under this Sublease (“Violations”). Subtenant Article 22 shall indemnify Sublandlord against any and all loss, expense, damage, costs survive the expiration or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender earlier termination 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant shall19.01. At the expiration or sooner termination of the Term, on or before Tenant shall surrender to Landlord the Expiration Demised Premises vacant, broom clean and in good order and repair and safe condition, reasonable wear and tear, damage by casualty and any repairs that Tenant is not required to make, excepted. All Alterations shall remain upon and be surrendered with the Demised Premises, unless Landlord shall elect to require Tenant to remove any Alterations and restore the Demised Premises to substantially their condition at the Commencement Date, remove all personal property, . Tenant’s obligation to restore shall include any requirements imposed by Landlord’s consent to Tenant’s alteration request (Article 25). All furniture, furnishings and trade fixtures fixtures, including without limitation, murals, carpets, rugs, business machines and other equipment, provided that apparatus and any other movable property installed by Tenant or at the removal expense of the same does not adversely affect the Building structure or any Building operating system or is not prohibited Tenant, shall be removed by the Master Lease, Tenant and that Subtenant promptly repairs any damage to the Building structure or its operating systems caused by such removal pursuant to shall be repaired by Tenant. Any property of Tenant which remains in the requirements Demised Premises after the expiration of the Master LeaseTerm shall be deemed to have been abandoned by Tenant and may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit at the expense of Tenant. 19.02. In the event that Subtenant Tenant fails to remove any such items timely surrender the Demised Premises as required by this provided in Section 4.2 by the Expiration Date19.01, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised Premises, but shallTenant, at the option of SublandlordLandlord, either shall be deemed to be occupying the Demised Premises as a tenant from month to month, at a monthly Rent equal to one and a half (11.5) terminate times the Rent payable by Tenant in the last month of the Term. Tenant agrees to indemnify Landlord against all charges, costs, fees, expenses, claims and damages incurred by Landlord as a result of Tenant’s failure to timely surrender the Demised Premises as provided in Section 19.01, including, without limitation, any claims made by a succeeding or any existing sub-subleases or sub-subtenancies or prospective tenant founded on such other agreements, or (2) operate as an assignment to Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsdelay.

Surrender. Subtenant shall‌ 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 or before the Expiration Datedate of the sooner termination of this Lease, provided no Event of Default by Tenant then exists, Tenant shall have the right to remove all its movable personal property, furniture, property (but excluding the personal property of Landlord leased to Tenant pursuant to this Lease) and 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 Subtenant promptly Tenant repairs any damage to the Building structure or its operating systems caused Premises resulting from the removal of same. Any property not removed by such removal pursuant Tenant prior to the requirements expiration of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date Lease Term shall be deemed abandoned and Sublandlord may dispose be appropriated, sold, destroyed or otherwise disposed of such items as it sees fitby 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, without liability 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 Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver surrender possession of the Subdemised Premises free or any part thereof at the expiration or earlier termination of 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 lienscosts, charges claims, loss or encumbrances liability resulting from delay by ▇▇▇▇▇▇ in surrendering the Premises upon expiration or sooner termination of the Lease Term, including, without limitation, any claims made by any succeeding tenant founded on such delay, but 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 act or omission on Subtenant’s partfailure by Tenant timely to surrender the Premises will be substantial, will exceed the amount of monthly Annual Rent and Additional Rent theretofore payable hereunder, and free will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within two (2) days after the date of the 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 ▇▇▇▇▇▇ holds over in the Premises after expiration or sooner termination of the Lease Term, a sum equal to one and clear one- half (1 1/2) 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 any the Lease Term, and all violations (ii) for the period thereafter during which ▇▇▇▇▇▇ holds over in the Premises after expiration or sooner termination of any lawthe Lease Term, rule a sum per month equal to two and one-half (2 1/2) 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 regulation termination of any federal, state, municipal or other agency or authority by reason of Subtenant’s actions or failures to fulfill any of its the Lease Term. 22.5 Tenant's obligations under this Sublease (“Violations”). Subtenant Article 22 shall indemnify Sublandlord against any and all loss, expense, damage, costs survive the expiration or attorneys’ fees arising out of Violations occurring any time on or after the Commencement Date. The voluntary or other surrender earlier termination 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.

Surrender. Subtenant shall, on or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal 36.1. No surrender of possession of any part 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 Subtenant promptly 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 Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Demised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting release Tenant from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 Datehereunder unless accepted by Landlord. 36.2. The voluntary or other surrender of this Sublease Lease by Subtenant, or a mutual cancellation thereof, Tenant shall not automatically terminate any sub-subleases or sub-subtenancies or other agreements by which Subtenant has granted rights to third parties to all or any part of the Subdemised Premiseswork a merger, but unless Landlord consents and shall, at the option of SublandlordLandlord, either (1) terminate all or any existing sub-subleases or sub-subtenancies or such other agreements, or (2) operate as an assignment to Sublandlord it of any or all such sub-subleases or sub-subtenancies subtenancies. 36.3. The voluntary or other surrender of any ground or underlying lease that now exists or may hereafter be executed affecting the Building, or a mutual cancellation, thereof, or of Landlord’s interest therein, shall not work a merger and shall, at the option of the successor of Landlord’s interest in the Building, operate as an assignment of this Lease. 36.4. Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Demised Premises to Landlord broom clean and free of debris; with all of the “Existing Tenant Fixtures” (defined below) in place, in good working order and repair, but with all of Tenant’s other personal property and effects removed therefrom; with all alterations, improvements and fixtures required by Landlord pursuant to this Lease to be removed from the Demised Premises (including any portion of the Existing Tenant Fixtures Landlord may designate) actually removed and all damage as a result of or caused by such other agreementsremoval repaired (all at the sole cost and expense of Tenant); and with all licenses, permits and similar items which restrict or affect the used of the Demised Premises released and fully terminated. 36.5. As used in the Lease, “Existing Tenant Fixtures” means all of the personal property and fixtures listed on Exhibit “F” to this Lease.

Surrender. Subtenant Upon the expiration or sooner termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in the same condition as existed at the Commencement Date, except for (i) reasonable wear and tear (but in all events, in accordance with Tenant’s repair and maintenance obligations hereunder), (ii) damage caused by any peril or condemnation, and (iii) contamination by Hazardous Materials for which Tenant is not responsible pursuant to Section 7.2A or Section 7.2B. If Landlord so requests, Tenant shall, on prior to the expiration or before the Expiration Datesooner termination of this Lease, remove any Tenant Improvements and/or Tenant’s Alterations which Tenant is required to remove pursuant to Section 5.2 and repair 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 Subtenant promptly repairs any damage to the Building structure or its operating systems caused by such removal pursuant and return the Premises or any part thereof to the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fit, without liability to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition original configuration existing as of the Commencement Date. If the Premises are not so surrendered at the termination of this Lease, reasonable wear Tenant shall continue to be responsible for the payment of Rent until the Premises are so surrendered in accordance with said provisions and tear Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Premises to the required condition, plus interest on all costs incurred at the Agreed Interest Rate. Tenant shall indemnify Landlord against loss or liability resulting from delay by ▇▇▇▇▇▇ in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant or losses to Landlord due to lost opportunities to lease to succeeding tenants and casualty excepted. In no event shall Subtenant remove losses and damages suffered by Landlord due to lost opportunities to lease any portion of the plumbingPremises to any such succeeding tenant or prospective tenant, electricaltogether with, data linesin each case, and HVAC system(s), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall indemnify Sublandlord against any and all loss, expense, damage, costs or actual attorneys’ fees arising out of Violations occurring any time on or after the Commencement Dateand costs. 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.#201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12

Surrender. Subtenant shall, on or before 11.01 On the Expiration DateDate or upon any earlier termination of this Lease, remove or upon any reentry by Landlord upon the Leased Property, Tenant shall quit and surrender to Landlord, the Leased Property including, without limitation, all personal propertyFF&E in the Premises, furniture“broom-clean” and in good order, trade fixtures condition and other equipmentrepair, provided that the removal except for ordinary wear and tear. 11.02 No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the same does not adversely affect Leased Property, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and each Superior Lessor and Superior Mortgagee whose lease or mortgage, as the Building structure or any Building operating system or case may be, provides that no such surrender may be accepted without its consent. 11.03 If the Leased Property is not prohibited by surrendered and vacated as and at the Master Lease, and that Subtenant promptly 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 Subtenant fails to remove any such items as time required by this Section 4.2 Lease, Tenant shall be liable to Landlord for all losses and damages which Landlord may incur or sustain by reason thereof, including, without limitation, legal fees and disbursements, and Tenant shall indemnify Landlord against all claims made by any succeeding tenants against Landlord or otherwise arising out of or resulting from the Expiration Datefailure of Tenant to timely surrender and vacate the Leased Property in accordance with the provisions of this Lease. The parties recognize end agree that the damage to Landlord resulting from any failure by Tenant to timely surrender the Leased Property will be substantial, all such items remaining on will exceed the Subdemised Premises amount of monthly Tenant Charges theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Leased Property is not surrendered to Landlord within two (2) Business Days after the Expiration Date or sooner termination of the Term, then Tenant will pay Landlord as liquidated damages for each month and for each portion of any month during which Tenant holds over in the Leased Property after expiration or termination of the Term, a sum equal to the greater of (i) $5,000 per month or (ii) two hundred (200%) percent of the fair market rental value of the Leased Property, as reasonable determined by Landlord. The aforesaid obligations shall be deemed abandoned and Sublandlord may dispose survive the expiration or sooner termination of the Term. 11.04 Immediately upon the expiration or termination of this Lease Tenant (unless such items as it sees fitexpiration or termination is simultaneous with a closing of the transaction under the Purchase Agreement) Tenant shall (i) assign to Landlord such Reservations (including, without liability limitation, Special Reservations) as Landlord shall elect, including, without limitation, the Reservation Deposits respecting such Reservations, and (ii) deliver to SubtenantLandlord the Reservation Deposits respecting the Reservations so assigned to Landlord, and (iii) deliver to Landlord all other agreements and documents respecting the Reservations so assigned to Landlord. Subtenant This provision shall also be responsible for survive the removal, on expiration or before termination of this Lease (unless such expiration or termination is simultaneous with a closing of the Expiration Date, of all alterations as required transaction under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(sPurchase Agreement), except as otherwise required pursuant to this Section 4.2. Subtenant shall vacate and deliver possession of the Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreements.

Surrender. Subtenant Tenant shall, on upon the expiration or before the Expiration Date, remove all personal property, furniture, trade fixtures and other equipment, provided that the removal earlier termination of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, peaceably surrender the Leased Premises, including any Tenant Improvements and that Subtenant promptly repairs any damage Tenant's improvements and/or alterations installed pursuant to Article 7.2, in a janitorial clean condition and otherwise in as good condition as when Tenant took possession, except for (i) reasonable wear and tear subsequent to the Building structure last repair, replacement, restoration, alteration or its operating systems caused renewal; (ii) loss by such removal pursuant fire or other casualty, and (iii) loss by condemnation. If Tenant shall abandon, vacate or surrender the Leased Premises, or be dispossessed by process of law or otherwise, any personal property and fixtures belonging to Tenant and left in the requirements of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Leased Premises after the Expiration Date shall be deemed abandoned and Sublandlord may dispose of such items as it sees fitand, without liability at Landlord's option, title shall pass to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, 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 Subdemised Premises free of all liens, charges or encumbrances resulting from any act or omission on Subtenant’s part, 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 Landlord under this Sublease (“Violations”)Lease as by a ▇▇▇▇ of sale. Subtenant shall indemnify Sublandlord against any and all lossLandlord may, expensehowever, damageif it so elects, 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 third parties to remove all or any part of such personal property from the Subdemised 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, but shallthe 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, at Tenant shall surrender to Landlord all keys to the option Leased Premises and shall inform Landlord 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 Sublandlord the combination of any vaults, locks and safes left on the Leased Premises. The obligations of Tenant under this article 15.2 shall survive the expiration or all earlier termination of this Lease. 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 sub-subleases 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 sub-subtenancies to participate in such joint inspection, Landlord's inspection at or such other agreementsafter 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. Subtenant shallUpon the expiration or earlier termination of this Lease, on or before Tenant shall peaceably leave and surrender the Expiration Leased Premises to Landlord in the same condition in which the Leased Premises was at the Commencement Date, remove all personal propertyexcept as repaired, furniturerebuilt, trade fixtures and other equipmentrestored, provided that the removal altered, replaced or added to as permitted or required by any provision of the same does not adversely affect the Building structure or any Building operating system or is not prohibited by the Master this Lease, and that Subtenant promptly repairs except for ordinary wear and tear and any Condemnation as set forth in Section 18(c) and any Casualty resulting in a termination of this Lease pursuant to Section 18(d). Tenant shall remove from the Leased Premises all Tenant’s Property and all other personal property which is owned by Tenant or third parties other than Landlord, and repair any damage to the Building structure or its operating systems caused by such removal pursuant and restore the Leased Premises to good condition suitable for use of each Location as a Permitted Facility by another Person (including, without limitation, restoration of floor slabs, ceiling, walls, columns and other structural elements of the Improvements or building systems affected by installation or removal of any Tenant’s Property). Those items of Tenant’s Property and other personal property not so removed prior to the requirements expiration of the Master Lease. In the event that Subtenant fails to remove any such items as required by this Section 4.2 by the Expiration Date, all such items remaining on the Subdemised Premises Lease or thirty (30) days after the Expiration Date an earlier termination shall be deemed considered abandoned and Sublandlord shall become the sole and exclusive property of Landlord. Landlord may dispose thereafter cause such property to be removed from the Leased Premises. The cost of removing and disposing of such items as it sees fit, without liability property and repairing any damage to Subtenant. Subtenant shall also be responsible for the removal, on or before the Expiration Date, of all alterations as required under the Master Lease installed by Subtenant pursuant to this Sublease and shall be responsible for any associated repair or restoration of the Subdemised Premises required under the Master Lease. In all other respects, Subtenant shall deliver the Subdemised Premises broom clean, in its condition as of the Commencement Date, reasonable wear and tear and casualty excepted. In no event shall Subtenant remove any of the plumbing, electrical, data lines, and HVAC system(s), except as otherwise required Leased Premises 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 property which becomes the property of Landlord pursuant to this Section 4.231. Subtenant This Section 31 shall vacate and deliver possession of survive the Subdemised Premises free of all liens, charges expiration or encumbrances resulting from any act or omission on Subtenant’s part, 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”). Subtenant shall 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 earlier termination 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 third parties to all or any part of the Subdemised 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 Sublandlord of any or all such sub-subleases or sub-subtenancies or such other agreementsLease.