Common use of Hold Over Clause in Contracts

Hold Over. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Sublet Space as aforesaid will be substantial and will exceed the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date or sooner termination of the Term, in addition to any other right or remedy Landlord may have hereunder or at law or in equity, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Sublet Space after the Expiration Date or sooner termination of this sublease, a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the Lease.

Hold Over. The parties recognize If Subtenant holds over after the expiration of the Term or earlier termination thereof, such tenancy shall be a tenancy at sufferance, and agree that shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to 150% of Base Rent and Additional Rent applicable during the damage last rental period of the Term for the first two (2) months following the expiration of the Term, then at a monthly rate equal to Landlord resulting from 200% of Base Rent and Additional Rent applicable during the last rental period of the Term during any failure further hold over period beyond two (2) months. Such tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this paragraph shall be construed as consent by Tenant Sublandlord to timely any holding over by Subtenant, and Sublandlord expressly reserves the right to require Subtenant to surrender possession of the Sublet Space Subleased Premises to Landlord as aforesaid will be substantial provided in the Sublease and will exceed Prime Lease upon the amount expiration or other termination of this Sublease. If Subtenant holds over without Sublandlord’s express written consent, and tenders payment of rent for any period beyond the expiration of the monthly installments Term by way of the Fixed Rent payable hereunder check (whether directly to Sublandlord, its agents, or to a lock box) or wire transfer, Subtenant acknowledges and will be impossible to accurately measure. Tenant therefore agrees that if possession the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy. The provisions of this paragraph shall not be deemed to limit or constitute a waiver of any other rights or remedies of Sublandlord provided herein or at law. If Subtenant fails to surrender the Sublet Space is not surrendered to Landlord on Subleased Premises upon the Expiration Date termination or sooner termination expiration of the Termthis Sublease, in addition to any other right or remedy Landlord may have hereunder or at law or in equityliabilities to Sublandlord accruing therefrom, Tenant Subtenant shall pay to Landlord for each month protect, defend, indemnify and for each portion hold Sublandlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of any month during which Tenant holds over in the Sublet Space after the Expiration Date or sooner termination of this sublease, a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred any claims made by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the Leaseany succeeding tenant founded upon such failure to surrender and any lost profits to Sublandlord resulting therefrom.

Hold Over. The parties recognize and agree Tenant agrees that the damage to Landlord resulting from it will not occupy or retain or allow occupancy or retention by any failure by Tenant to timely surrender subtenant of possession of the Sublet Space as aforesaid will be substantial and will exceed Premises at any time after the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date expiration or sooner earlier termination of the Term, without the prior written consent of Landlord. In the event that Tenant shall hold over after the expiration or other termination of the Term without Landlord’s prior written consent, Tenant shall be deemed a tenant at sufferance and Landlord shall have the right to regain possession of the Premises by any legal process in addition to any force at such time. For each month or part of a month that Tenant occupies the Premises after the date of expiration or other right or remedy Landlord may have hereunder or at law or in equitytermination of the Lease, Tenant shall pay to Landlord an amount equal to the sum of (i) for each the first sixty (60) days of such holdover, one hundred twenty five percent (125%) of the monthly installments of Annual Base Rent being paid immediately prior to the expiration of the Term, and following such 60-day period, one hundred fifty percent (150%) of the monthly installments of Annual Base Rent being paid immediately prior to the expiration of the Term, plus (ii) any other Additional Rent paid on an installment basis, plus (iii) any other Additional Rent or charges, including attorneys’ fees, costs, and expenses incurred by Landlord in regaining possession of the Premises and/or to recover the foregoing amounts. Such amounts payable by Tenant for the first calendar month (or part thereof) during the holdover period shall be due and payable on the day immediately following the expiration of the Term, and for each portion calendar month thereafter during the holdover period, such amounts payable by Tenant shall be due and payable on the first day of any month during which Tenant holds over in such calendar month. If the Sublet Space after the Expiration Date or sooner termination of this sublease, holdover period ends on a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect to date other than the last day of a calendar month, such amounts payable by Tenant for the entire calendar month of in which the Term. Nothing herein contained holdover period ends shall be deemed to permit Tenant to retain possession earned by Landlord as of the Sublet Space after first day of such month, and Tenant shall not be entitled to a refund or reduction of Rent for any such partial month. Holdover occupancy by Tenant shall be subject to all of the Expiration Date or sooner termination terms, covenants, and conditions of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be Lease. Without limiting any other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoingSection 21, Tenant may hold over subsequent agrees to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and indemnify, hold harmless and defend Landlord against for all claimsdamages (including consequential damages), damages losses, expenses and losses costs (including attorneys' fees, changes ’ fees and disbursements through all appealscourt costs) paid or incurred by that Landlord may suffer as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination ’s holdover use and occupancy of the LeasePremises.

Hold Over. The parties recognize and agree Tenant agrees that the damage to Landlord resulting from it will not occupy or retain or allow occupancy or retention by any failure by Tenant to timely surrender subtenant of possession of the Sublet Space as aforesaid will be substantial and will exceed Premises at any time after the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date expiration or sooner other termination of the Term, without the prior written consent of Landlord. In the event that Tenant shall hold over after the expiration or other termination of the Term without Landlord's prior written consent, Tenant shall be deemed a tenant at sufferance and Landlord shall have the right to regain possession of the Premises by any legal process in addition force at such time. In the event Tenant continues to any other right occupy the Premises after the expiration or remedy Landlord may have hereunder or at law or in equitytermination of the Term, Tenant shall pay to Landlord for each month and for each portion or part of any a month during which that Tenant holds over in occupies the Sublet Space Premises after the Expiration Date date of expiration or sooner other termination of this sublease, a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed , an amount equal to permit Tenant to retain possession (a) (i) for the first two months of such holdover, one hundred twenty-five percent (125%) of the Sublet Space after monthly installments of Annual Base Rent, Additional Rent and any other charges paid on an installment basis being paid immediately prior to the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination expiration of the Term shall be deemed to be other than on account Term, and (ii) for the third month of such holdover and each month thereafter, one hundred fifty percent (150%) of the amount to be monthly installments of Annual Base Rent, Additional Rent and any other charges paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent on an installment basis being paid immediately prior to the Expiration Date provided that: expiration of the Term, plus (xb) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claimsany other Additional Rent or charges due, damages and losses (including reasonable attorneys' fees, changes costs, and disbursements through all appeals) paid or expenses incurred by Landlord in regaining possession of the Premises and/or to recover the foregoing amounts. Such liquidated damages for the first calendar month (or part thereof) during the holdover period shall be due and payable on the day immediately following the expiration of the Term, and for each calendar month thereafter during the holdover period, such liquidated damages shall be due and payable on the first day of such calendar month. If the holdover period ends on a date other than the last day of a calendar month, such liquidated damages for the entire calendar month in which the holdover period ends shall be deemed earned by Landlord as of the first day of such month, and Tenant shall not be entitled to a refund or reduction of Rent for any such partial month. Holdover occupancy by Tenant shall be subject to all of the terms, covenants, and conditions of this Lease. Tenant acknowledges and agrees that Landlord intends to lease the Premises (in whole, in part or as a part of a larger portion of the Building) to another tenant immediately after the expiration of the Term or earlier termination of this Lease and that any holdover by Tenant in the Premises may result in material damages to Landlord (including without limitation, any damages to Landlord in connection with its reletting of the Premises and/or other portions of the Building). Tenant agrees to indemnify, hold harmless and defend Landlord for all damages, losses, expenses and costs (including reasonable attorneys' fees and court costs) that Landlord may suffer as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination holdover use and occupancy of the LeasePremises.

Hold Over. The parties recognize If Subtenant holds over after the expiration of the Term or earlier termination thereof, such tenancy shall be a tenancy at sufferance, and agree that shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to (a) 150% of Base Rent and Additional Rent applicable during the damage last rental period of the Term for any holding over during the first ninety (90) days following expiration of the Term or earlier termination thereof, and (b) 175% of Base Rent and Additional Rent applicable during the last rental period of the Term for any holding over subsequent to Landlord resulting from the holding over period of subsection 22(a). Such tenancy shall be subject to every other applicable term, covenant and agreement contained herein. For purposes of this paragraph holding over shall include (i) Subtenant’s remaining in the Premises after the expiration or earlier termination of the Term, and/or (ii) failing to deliver the Premises in the condition required in this Sublease or the Prime Lease. Nothing contained in this paragraph shall be construed as consent by Sublandlord to any failure holding over by Tenant Subtenant, and Sublandlord expressly reserves the right to timely require Subtenant to surrender possession of the Sublet Space Premises to Landlord as aforesaid will be substantial provided in the Sublease and will exceed Prime Lease upon the amount expiration or other termination of this Sublease. If Subtenant holds over without Sublandlord’s express written consent, and tenders payment of rent for any period beyond the expiration of the monthly installments Term by way of the Fixed Rent payable hereunder check (whether directly to Sublandlord, its agents, or to a lock box) or wire transfer, Subtenant acknowledges and will be impossible to accurately measure. Tenant therefore agrees that if possession the cashing of such check or acceptance of such wire shall be considered inadvertent and not be construed as creating a month-to-month tenancy. The provisions of this paragraph shall not be deemed to limit or constitute a waiver of any other rights or remedies of Sublandlord provided herein or at law. If Subtenant fails to surrender the Sublet Space is not surrendered to Landlord on Premises upon the Expiration Date termination or sooner termination expiration of the Termthis Sublease, in addition to any other right or remedy Landlord may have hereunder or at law or in equityliabilities to Sublandlord accruing therefrom, Tenant Subtenant shall pay to Landlord for each month protect, defend, indemnify and for each portion hold Sublandlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of any month during which Tenant holds over in the Sublet Space after the Expiration Date or sooner termination of this sublease, a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred any claims made by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the Leaseany succeeding tenant founded upon such failure to surrender and any lost profits to Sublandlord resulting therefrom.

Hold Over. The parties recognize If Tenant holds over after the term of this Lease including any option extension with the consent of Landlord, express or implied, such tenancy shall be from month to month only and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Sublet Space as aforesaid will shall not be substantial a renewal hereof, and will exceed the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date or sooner termination of the Term, in addition to any other right or remedy Landlord may have hereunder or at law or in equity, Tenant shall pay to Landlord the Rent and all other charges at the rate most recently charged under the Lease and also comply with all of the terms, covenants, conditions, provisions and agreements of this Lease for each month and for each portion of any month the time during which Tenant holds over. If Tenant holds over in the Sublet Space after the Expiration Date said term without the consent of Landlord and shall fail to vacate the Premises after Tenant's right to occupy the Premises ceases, thereafter, and notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall be liable to Landlord for Rent and all other charges at twice the rate most recently charged under the Lease. If the Premises are not surrendered at the end of the term, Tenant shall be responsible to Landlord for all damage which Landlord shall suffer by reason thereof, and Tenant hereby indemnifies Landlord against all claims made by any succeeding tenant against Landlord, resulting from delay by Landlord in delivering possession of the Premises to such succeeding tenant. If the last day of the term of this Lease or sooner any renewal hereof falls on Sunday or a legal holiday, this Lease shall expire on the immediately preceding business day. Tenant's obligation to observe or perform all of the terms, covenants, conditions, provisions and agreements of this Article shall survive the expiration or other termination of this sublease, a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the Lease.

Hold Over. The parties recognize and agree that Subtenant shall have no right to occupy the damage Sublease Premises or any portion thereof after the expiration of this Sublease or after the termination of this Sublease or Subtenant's right to Landlord resulting from any failure by Tenant to timely surrender possession in the event of Subtenant's default hereunder. If Subtenant remains in possession of the Sublet Space as aforesaid will be substantial and will exceed the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date Sublease Premises or sooner termination of the Term, in addition to any other right or remedy Landlord may have hereunder or at law or in equity, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Sublet Space after part thereof beyond the Expiration Date or sooner termination of this subleaseSublease, a sum equal Sublandlord may exercise any and all remedies available to two times (2x) the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent which were payable hereunder with respect it at law or in equity to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain recover possession of the Sublet Space after Sublease Premises and to recover the "Holdover Rent," and the "Holdover Expenses," both as defined herein. If Subtenant remains in possession of the Sublease Premises or any part thereof beyond the Expiration Date or sooner termination of this sublease Sublease, such occupancy shall be a tenancy-at-sufferance and no Subtenant shall pay, as minimum damages and not as a penalty, a monthly rental at a rate equal to the holdover rent payable by Sublandlord to Master Landlord under the Master Lease (the "HOLDOVER RENT"). In addition, Subtenant shall indemnify and hold Sublandlord harmless with respect to attorneys' fees and out-of-pocket expenses incurred by reason of or due to Subtenant's holding over (the "HOLDOVER EXPENSES"). The acceptance by Landlord Sublandlord of payments from Tenant after any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. No acceptance by Sublandlord of any rent during or for any period following the expiration or termination of this Sublease shall operate or be construed as an extension or renewal of this Sublease. Subtenant acknowledges that it is critical that Subtenant surrender the Sublease Premises on or before the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the terms of this Sublease. Subtenant expressly waives, for itself and for any person claiming through or under Subtenant, any rights that Subtenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any similar or successor law of same import then in force, in connection with any holdover proceedings that Sublandlord may institute to enforce the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the LeaseSection 17.

Hold Over. The parties recognize and agree that the damage to Landlord Sublandlord resulting from any failure by Tenant Subtenant to timely surrender possession of the Sublet Space as aforesaid on the Expiration Date or sooner termination of the Term will be substantial and will exceed the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant Subtenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord Sublandlord on the Expiration Date or sooner termination of the Term, in addition to any other right or remedy Landlord Sublandlord may have hereunder or at law or in equity, Tenant Subtenant shall pay to Landlord Sublandlord for each month and for each portion of any month during which Tenant Subtenant holds over in the Sublet Space after the Expiration Date or sooner termination of this subleaseSublease, a sum equal to two times one hundred ten percent (2x110%) of the aggregate of the portion of the Fixed Rent and regularly scheduled items of additional rent Additional Rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant Subtenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease Sublease and no acceptance by Landlord Sublandlord of payments from Tenant Subtenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant Subtenant in accordance with the provisions of this SectionArticle, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred by Landlord as a result of Tenant's holding overSublease. This provision shall survive the Expiration Date or the sooner termination of the Lease.. Back to Contents

Hold Over. The parties recognize and agree that If Tenant (or anyone claiming through Tenant) does not immediately surrender the damage to Landlord resulting from Premises or any failure by Tenant to timely surrender possession of portion thereof upon the Sublet Space as aforesaid will be substantial and will exceed the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date expiration or sooner earlier termination of the Lease Term, in addition then Tenant shall automatically forfeit all rights to the security deposit then being held by Landlord pursuant to this Lease and the Base Rent payable by Tenant hereunder shall be increased to equal two hundred percent (200%) of the Base Rent, additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period. Such rent shall be computed by Landlord and paid by Tenant on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Premises have been vacated. Notwithstanding any other right or remedy Landlord may have hereunder or at law or in equity, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Sublet Space after the Expiration Date or sooner termination provision of this subleaseLease, a sum equal Landlord's acceptance of such rent shall not in any manner adversely affect Landlord's other rights and remedies, including Landlord's right to two times (2x) the aggregate of the portion of the Fixed Rent evict Tenant and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Termrecover all damages. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term Any such holdover shall be deemed to be other than on account a tenancy-at-sufferance and not a tenancy-at-will or tenancy from month-to-month. In no event shall any holdover be deemed a permitted extension or renewal of the amount Lease Term, and nothing contained herein shall be construed to be paid by constitute Landlord's consent to any holdover or to give Tenant in accordance any right with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the Leaserespect thereto.

Hold Over. The Tenant shall have no right to Holdover. Any holding over after the expiration of the Term, without the express written consent of Landlord, shall constitute a Default. If Tenant does not surrender and vacate the Premises at expiration of this Lease, Tenant shall be a tenant at sufferance and the parties recognize having agreed, without limiting Landlord’s remedies provided in this Lease, that the daily rental rate shall be the greater of (1) one hundred ten percent (110%) of the fair market rental rate for the Building as determined by Landlord or (2) one hundred fifty percent (150%) of the last month of scheduled rent. In connection with the foregoing, Landlord and Tenant agree that the reasonable rental value of the Premises following the expiration or earlier termination of this Lease shall be the amounts set forth above per month. Landlord and Tenant acknowledge and agree that, under the circumstances existing as of the Effective Date, it is impracticable and/or extremely difficult to ascertain the reasonable rental value of the Premises on the expiration or earlier termination of this Lease and that the reasonable rental value established herein is a reasonable estimate of the damage to that Landlord resulting from any would suffer as the result of the failure by of Tenant to timely surrender possession of the Sublet Space as aforesaid will be substantial and will exceed Premises. The parties acknowledge that the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space liquidated damages established herein is not surrendered intended as a forfeiture or penalty within the meaning of California Civil Code sections 3275 or 3369, but is intended to constitute liquidated damages to Landlord pursuant to California Civil Code sections 1671, 1676, and 1677. Notwithstanding the foregoing, and in addition to all other rights and remedies on the Expiration Date part of Landlord if Tenant fails to surrender the Premises upon the termination or sooner termination expiration of the Termthis Lease, in addition to any other right or remedy liabilities to Landlord may have hereunder or at law or in equityaccruing therefrom, Tenant shall pay indemnify, protect, defend and hold Landlord harmless from and against any and all loss or liability resulting from delay by Tenant in so surrendering the Premises including, without limitation, any loss or liability resulting from any claim against Landlord made by any succeeding tenant founded on or resulting from such delay and losses to Landlord for each month and for each portion of due to lost opportunities to lease any month during which Tenant holds over in the Sublet Space after the Expiration Date or sooner termination of this sublease, a sum equal to two times (2x) the aggregate of the portion of the Fixed Rent Premises to any such succeeding tenant, together with, in each case, reasonable attorneys’ fees and regularly scheduled items of additional rent which were payable hereunder with respect to the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section, which provisions shall survive the Expiration Date or sooner termination of this sublease. Notwithstanding the foregoing, Tenant may hold over subsequent to the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid or incurred by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner termination of the Leasecosts.

Hold Over. The parties recognize and agree that the damage Tenant will not be permitted to Landlord resulting from any failure by Tenant to timely surrender hold over possession of the Sublet Space as aforesaid will be substantial and will exceed Premises after the amount of the monthly installments of the Fixed Rent payable hereunder and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Sublet Space is not surrendered to Landlord on the Expiration Date expiration or sooner earlier termination of the TermTerm without the express written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of the Lease Term without the express written consent of Landlord, then, in addition to any all other right or remedy Landlord may have hereunder or at law or in equityremedies available to Landlord, Tenant shall become a tenant at sufferance only, upon the terms and conditions set forth in this Lease so far as applicable (including Tenant's obligation to pay to Landlord for each month all Excess Expenses, Excess Real Property Taxes and for each portion of Assessments, Excess Insurance Costs, and Excess Utilities Costs and any month during which Tenant holds over in the Sublet Space after the Expiration Date or sooner termination of other additional rent under this subleaseLease), but at a sum Monthly Basic Rent equal to two times one hundred fifty percent (2x150%) the aggregate of the portion of the Fixed Monthly Basic Rent and regularly scheduled items of additional rent which were payable hereunder with respect applicable to the last month Premises immediately prior to the date of the Termsuch expiration or earlier termination. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Sublet Space after the Expiration Date or sooner termination of this sublease and no acceptance Acceptance by Landlord of payments from Tenant rent after the Expiration Date such expiration or sooner earlier termination of the Term shall be deemed not constitute a consent to be other than on account of the amount to be paid by Tenant a hold over hereunder or result in accordance with the provisions an extension of this Section, which provisions shall survive the Expiration Date or sooner termination of this subleaseLease. Notwithstanding the foregoing, if Tenant may hold over subsequent to remains in possession of the Expiration Date provided that: (x) Prime Lessor shall previously consent in writing to such holding over by Tenant; and (y) Tenant shall indemnify and hold harmless Landlord against all claims, damages and losses (including attorneys' fees, changes and disbursements through all appeals) paid Premises after the expiration or incurred by Landlord as a result of Tenant's holding over. This provision shall survive the Expiration Date or the sooner earlier termination of the Lease Term with Landlord's express written consent, Tenant shall become a tenant from month-to-month upon the terms and conditions set forth in this Lease (including Tenant's obligation to pay all Excess Expenses, Excess Real Property Taxes and Assessments, Excess Insurance Costs, and Excess Utilities Costs and any other additional rent under this Lease), but at a Monthly Basic Rent equal to one hundred ten percent (110%) of the Monthly Basic Rent applicable to the Premises immediately prior to the date of such expiration or earlier termination during the first thirty (30) days of holdover and commencing on the 31st day of holdover, one hundred fifty percent (150%) of the Monthly Basic Rent applicable to the Premises immediately prior to the date of expiration or earlier termination. Tenant shall pay an entire month's Monthly Basic Rent calculated in accordance with this Section 9.2 for any portion of a month it holds over and remains in possession of the Premises pursuant to this Section 9.2. This Section 9.2 shall not be construed to create any express or implied right to holdover beyond the expiration of the Lease Term or any extension thereof.