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and cleaned, and all floors cleaned and waxed, (c) all broken, marred or nonconforming acoustical ceiling tiles shall be replaced so as to conform
to the Required Repair and Surrender Condition, and (d) the Building Systems and lighting shall be in the Required Repair and Surrender
Condition, including any burned out or broken light bulbs or ballasts replaced as required to place them in the Required Surrender Condition,
and, unless and to the extent such obligations have then been assumed by Landlord pursuant to Section 7.1.2
above, Tenant shall have caused to
be performed, at Tenant’
s sole cost and expense, all such Building Systems, including all HVAC equipment, to be audited by a reputable and
licensed service firm reasonably acceptable to Landlord to confirm that it is in the Required Repair and Surrender Condition. If Tenant fails to
surrender possession of the Premises to Landlord in accordance with this Section 15.1 , then, in addition to all of Landlord’
s other rights and
remedies, Landlord may, but need not, perform the required repairs, replacements and other work in and to the Premises, and Tenant shall pay
Landlord the cost thereof, including a fee for Landlord’
s oversight and coordination of such work equal to 10% of its cost, within twenty
(20) days after receipt of an invoice therefor.
15.2 Removal of Property
. Not later than the expiration or earlier termination of this Lease, Tenant shall, without expense to
Landlord, (i) cause to be removed from the Premises all items that Tenant elects to remove and is permitted to remove and all other items that
Tenant is required to remove under the terms of Section 8.5 , and all Lines (defined in Section 30.28
below), except for any Lines not required to
be removed under Section 30.28
below), and (ii) repair all damage to the Premises resulting from such removal. If Tenant fails to timely perform
such removal and repair, then (a) Landlord may do so and charge the costs thereof (including storage costs) to Tenant, and (b) for purposes of
Article 16
below, Tenant shall be deemed to be in holdover of any Building not surrendered to Landlord in the Required Repair and Surrender
Condition, until such removal and repair is complete. If Tenant fails to remove such property from the Premises, or from storage, within 30 days
after notice from Landlord, Landlord may deem all or any part of such property to be, at Landlord’
s option, either (x) conveyed to Landlord
without compensation, or (y) abandoned; provided, however, that if and so long as Tenant diligently commences to remove such property from
the Premises, or from storage, within such 30-day period and thereafter diligently proceeds to complete such removal, then such 30-
day period
shall be extended for an additional ten (10) business days.
15.3 Survival .
Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations
of Tenant contained in this Article 15 shall survive the expiration of the Lease Term or any earlier termination of this Lease.
ARTICLE 16
HOLDING OVER
If Tenant fails to surrender any Building, or portion of any Building, upon the expiration or earlier termination of this Lease, such
tenancy shall be subject to all of the terms and conditions hereof; provided, however, that, at the election of Landlord, such tenancy shall be a
tenancy at sufferance or a tenancy from month-to-
month (terminable by either party by delivery of 15 days written notice), with respect to the
entirety of such unsurrendered Building(s) only and shall not constitute a renewal hereof or an extension for any further term, and Tenant shall
pay Base Rent for such unsurrendered Building(s) at a monthly rate equal to (a) for the [*****] of such holding over, [*****] applicable during
the last calendar month of the Lease Term; and (b) [*****] applicable during the last calendar month of the Lease Term (or such other rate as
Landlord and Tenant may mutually agree in their sole discretion). Nothing in this Article 16
shall be construed as consent by Landlord to any
holding over by Tenant, and Landlord reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this
Lease upon the expiration or earlier termination of this Lease. The provisions of this Article 16
shall not be deemed to limit or waive any other
rights or remedies of Landlord provided herein or at Law. If Landlord is unable to deliver possession of the Premises, or any portion thereof, to a
new tenant or to perform improvements for a new tenant as a result of Tenant’
s holdover in any portion of the Premises, Tenant shall be liable
for all damages, including lost profits, that Landlord incurs as a result of the holdover.
ARTICLE 17
ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS
Within 15 business days after Landlord’s written request, Tenant shall execute and deliver to Landlord’
s prospective lenders and
transferees, and within 15 business days after Tenant’s written request, Landlord shall execute and deliver to Tenant’
s prospective lenders and
transferees, a commercially reasonable estoppel certificate in favor of such third parties as the requesting party may reasonably designate,
including current and prospective Security Holders and prospective purchasers. Such estoppel
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.
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