Common use of Surrender and Holding Over Clause in Contracts

Surrender and Holding Over. 24.1. On the last day of the Term, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises or repossession by the Landlord of the Equipment pursuant hereto, Tenant shall surrender the Demised Premises and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, condition and repair, ordinary wear and tear and obsolescence excepted, as the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement of the Term, free and clear of all letting and occupancies and free and clear of all liens and encumbrances other than those, if any, existing on the date of this Lease and those created by Landlord after the date of this Lease without the consent of the Tenant. Nothing contained in this Lease shall require Tenant to deliver to Landlord at the expiration or other termination of this Lease any Equipment that Tenant has theretofore removed in accordance with the provisions of this Lease. At or prior to the expiration or earlier termination of the Term, Tenant shall (a) pay to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu of the payment of such amounts, (i) make in accordance with Article 12 any Alteration necessary to restore the Demised Premises and the Equipment, or any portion of either, to substantially the same configuration and condition that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant shall indemnify Landlord for any claims, loss, damages or expense incurred by Landlord as a result of Tenant's breach of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in the transfer of such agreements and contracts.

Surrender and Holding Over. 24.1. On Lessee covenants that at the last day expiration of the Term, term of this Lease or upon any its earlier termination of this Lease, or upon any re-entry by Landlord upon it will quit and surrender the Demised Premises or repossession by to the Landlord Port and remove therefrom all of the Equipment pursuant heretostructures thereon to ground level, Tenant together with all tenant improvements and all equipment, furniture and trade fixtures. The Premises shall surrender the Demised Premises be surrendered in good state and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, condition and repair, ordinary (reasonable wear and tear and obsolescence damage by the elements excepted) , clean and free of all subtenants, Toxic Materials, trash, debris, equipment, furniture and trade fixtures not required to remain on the Premises under this Lease, and otherwise in compliance with all the terms of this Lease. The Port shall have the right upon such termination to enter upon and take possession of all the Premises. Should Lessee with the Port's written consent hold over the use of the Premises after this Lease has been terminated in any manner, such holding over shall be deemed merely a tenancy from month to month on such terms and conditions, and at a rent (payable monthly in advance), as may be fixed from time to time by the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement of the TermPort, free and clear of all letting and occupancies and free and clear of all liens and encumbrances other than those, if any, existing but otherwise on the date same terms and conditions as herein set forth; provided, however, that rent may be fixed by the Port from time to time by giving to Lessee written notice thereof at any time not less than 7 days before the expiration of this Lease any such month, to be effective upon the expiration of such month. It is understood and those created by Landlord after the date of this Lease without the consent of the Tenant. Nothing agreed that nothing contained in this Lease shall require Tenant give Lessee any right to deliver to Landlord occupy the Premises at any time after expiration of the expiration or other termination term of this Lease or its earlier termination or termination of any Equipment holdover tenancy by any means whatsoever, and that Tenant has theretofore removed this Lease shall not create any right in accordance with Lessee for relocation assistance or payment from the provisions Port upon expiration of the term of this Lease. At Lease or prior to the expiration or upon its earlier termination of or upon the Term, Tenant shall (a) pay to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack termination of any Related Lease Process Technology (after taking into account holdover tenancy by any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu of the payment of such amounts, (i) make in accordance with Article 12 any Alteration necessary to restore the Demised Premises means whatsoever. Lessee acknowledges and the Equipment, or any portion of either, to substantially the same configuration and condition agrees that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant , it shall indemnify Landlord for not be entitled to, and expressly hereby waives, any claimsrelocation assistance or payment pursuant to the provisions of Title 1, lossDivision 7, damages Chapter 16, of the Government Code of the State of California (Sections 7260 et seq.) with respect to any relocation of its business or expense incurred by Landlord as a result activities upon the expiration of Tenant's breach the term of this Lease or upon its earlier termination or upon the termination of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred holdover tenancy by Tenant in the transfer of such agreements and contractsany means whatsoever.

Surrender and Holding Over. 24.1Tenant shall deliver up and surrender to Landlord possession of the Leased Premises upon the expiration of the Lease, or its sooner termination in any way, in as good condition and repair as the same shall be at the commencement of the original Term (damage by fire and other perils covered by standard fire and extended coverage insurance and ordinary wear and decay excepted). On It shall be the last day absolute obligation of Tenant to remove Tenant’s sign(s) from the exterior of the Leased Premises and to repair all damage resulting from the installation, existence and removal of such sign(s) including, but not limited to, the removal and/or repair, to Landlord’s complete satisfaction, of all holes created in the exterior of the Leased Premises as a result of all lines, conduits and fasteners used in connection with the installation, existence and/or removal of such sign(s). If such repair and/or removal or replacement is not completed within two (2) weeks after expiration or earlier termination of the Lease, Tenant hereby grants to Landlord any and all necessary or required permission(s), consent(s), license(s), approval(s) and easement(s) in order for Landlord to remove the sign(s) and perform the necessary repairs and/or replacements, with the cost thereof subtracted from any security deposit, and if in excess of any security deposit, hold Tenant liable for payment or repayment of such costs. It is the intention of the parties that Landlord, at the expiration of the Term, or upon any extension thereof, shall become the sole and absolute owner of the Leased Premises, free of any right, title, interest or estate of Tenant therein, without the execution of any further instruments and without payment of any money or other consideration thereof. Tenant shall, however, execute such further instruments of conveyance as may be requested by Landlord. Subject to numbered Sections 22 and 35 below, Landlord and Tenant mutually agree that all goods, effects, personal property, business and trade fixtures, machinery, mechanical equipment, electrical equipment and movable partitions owned or installed by Tenant at Tenant’s expense shall remain the personal property of Tenant and may be removed by Tenant at the expiration or earlier termination of this Lease, or upon provided that Tenant shall, ln removing any re-entry of such property, repair all damage caused by Landlord upon the Demised Premises or repossession by the Landlord such removal. No agreement to accept a surrender of the Equipment pursuant hereto, Tenant shall surrender Leased Premises prior to the Demised Premises and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, condition and repair, ordinary wear and tear and obsolescence excepted, as the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement natural expiration of the Term, free or any extension thereof, shall be valid and clear binding against Landlord unless such agreement shall be in writing and signed by Landlord. Should Tenant remain in possession of the Leased Premises after the termination of this Lease, no tenancy or interest in the Leased Premises shall result therefrom but, at Landlord’s option, such holding over shall be an unlawful detainer or a tenancy at sufferance on a month to month basis except that all letting terms, covenants and occupancies and free and clear of all liens and encumbrances other than those, if any, existing on the date conditions of this Lease applicable thereto, including, without limitation, those set forth ln this subsection shall apply, and those created by Landlord all such parties shall be subject to immediate eviction and removal, and Tenant shall, upon demand, pay to Landlord, as liquidated damages, a sum equal to double the Base Rent then in effect for any period during which Tenant shall hold the Leased Premises after the date stipulated Term of this Lease without may have terminated. No option to extend or renew the consent Lease shall have been deemed to occur as a result of Tenant’s holdover. In addition to the increased amounts (the sum equal to double the Base Rent) set forth herein, Tenant shall be liable to Landlord for all costs, losses, claims or liabilities (including legal fees) which Landlord may incur in dispossessing Tenant as a result of Tenant’s failure to surrender possession of the Tenant. Nothing contained in this Lease shall require Tenant to deliver Leased Premises to Landlord at the expiration or other termination of this Lease any Equipment that Tenant has theretofore removed in accordance with the provisions of this Lease. At or prior to the upon expiration or earlier termination of the Lease. No holding over by Tenant or payment of money by Tenant to Landlord after termination of this Lease in any manner, or after the giving of any notice by Landlord to Tenant, shall reinstate, continue or extend the Term, or any extension thereof, of this Lease or affect any notice given to Tenant shall (a) pay prior to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu of the payment of such amountsmoney, (i) make in accordance with Article 12 any Alteration necessary to restore it being agreed that after the Demised Premises and the Equipment, service of notice or any portion of either, to substantially the same configuration and condition that existed as of the date of the commencement of a suit or after the Termfinal judgment granting Landlord possession of said Leased Premises, Landlord may receive and collect any sums of Base Rent and Additional Rent due, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement Xxxxxxxx’s acceptance of the Termsuch sums of money, and (ii) transfer whether as Base Rent, Additional Rent or perpetually license to Landlordotherwise, (A) without cost to Landlord, shall not waive such notice or in any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG manner affect any pending suit or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant shall indemnify Landlord for any claims, loss, damages or expense incurred by Landlord as a result of Tenant's breach of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in the transfer of such agreements and contractsJudgment theretofore obtained.

Surrender and Holding Over. 24.1. On Lessee covenants that at the last day expiration of the Term, term of this Lease or upon any its earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises or repossession by the Landlord of the Equipment pursuant hereto, Tenant shall it will quit and surrender the Demised Premises Premises, together with all tenant improvements and all equipment, furniture and trade fixtures which are required to be surrendered with the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10Premises, in at least as good order, state and condition and repair, ordinary (reasonable wear and tear and obsolescence damage by the elements excepted), clean and free of all subtenants, trash, debris, equipment, furniture and trade fixtures not required to remain on the Premises under this Lease, and otherwise in compliance with all the terms of this Lease. The Port shall have the right upon such termination to enter upon and take possession of all the Premises. Should Lessee with the Port’s written consent hold over the use of the Premises after this Lease has been terminated in any manner, such holding over shall be deemed merely a tenancy from month to month on such terms and conditions, and at a rent (payable monthly in advance), as may be fixed from time to time by the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement of the TermPort, free and clear of all letting and occupancies and free and clear of all liens and encumbrances other than those, if any, existing but otherwise on the date same terms and conditions as herein set forth; provided, however, that rent may be fixed by the Port from time to time by giving to Lessee written notice thereof at any time not less than 7 days before the expiration of this Lease any such month, to be effective upon the expiration of such month. It is understood and those created by Landlord after the date of this Lease without the consent of the Tenant. Nothing agreed that nothing contained in this Lease shall require Tenant give Lessee any right to deliver to Landlord occupy the Premises at any time after expiration of the expiration or other termination term of this Lease or its earlier termination or termination of any Equipment holdover tenancy by any means whatsoever, and that Tenant has theretofore removed this Lease shall not create any right in accordance with Lessee for relocation assistance or payment from the provisions Port upon expiration of the term of this Lease. At Lease or prior to the expiration or upon its earlier termination of or upon the Term, Tenant shall (a) pay to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack termination of any Related Lease Process Technology (after taking into account holdover tenancy by any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu of the payment of such amounts, (i) make in accordance with Article 12 any Alteration necessary to restore the Demised Premises means whatsoever. Lessee acknowledges and the Equipment, or any portion of either, to substantially the same configuration and condition agrees that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant , it shall indemnify Landlord for not be entitled to, and expressly hereby waives, any claimsrelocation assistance or payment pursuant to the provisions of Title 1, lossDivision 7, damages Chapter 16, of the California Government Code (Sections 7260 et seq.) with respect to any relocation of its business or expense incurred by Landlord as a result activities upon the expiration of Tenant's breach the term of this Lease or upon its earlier termination or upon the termination of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred holdover tenancy by Tenant in the transfer of such agreements and contractsany means whatsoever.

Surrender and Holding Over. 24.1. On At the last day expiration or termination of said lease (including any extended term), Tenant will quietly and peaceably surrender up possession of the Term, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises or repossession by demised premises to the Landlord of the Equipment pursuant hereto, Tenant shall surrender the Demised Premises and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, order and condition and repair, ordinary wear and tear and obsolescence excepted, as the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord same may be at the commencement of the Termterm of said lease, free reasonable wear and clear of all letting tear, damage by fire and occupancies and free and clear of all liens and encumbrances other than thosecasualty, if any, existing on including damage by the date elements excepted. Any holding over after the expiration of this Lease and those created by Landlord after the date of this Lease without Lease, with the consent of the Tenant. Nothing contained in this Lease Landlord, shall require Tenant to deliver to Landlord be construed as a tenancy from month-to-month at the same monthly rental as required to be paid by Tenant for the period immediately prior to the expiration or other termination of this Lease any Equipment the term hereof, and shall otherwise be on the terms and conditions herein specified, so far as applicable. In the event that Tenant has theretofore fails to remove its goods, effects and property as provided herein, Tenant authorizes Landlord to store in any public warehouse or elsewhere in the name of and at the risk and expense of Tenant any goods, effects or property of Tenant not removed in accordance with pursuant to the provisions of this LeaseSection, or to sell at public or private sale any or all of the goods, effects or property not so removed ant to apply the net proceeds of such sale to any sums due hereunder or to destroy such goods, effects or property, provided however, (a) that Landlord shall give Tenant ten (10) days prior written notice of its intent to remove and store any or all goods, effects or property pursuant to this Section, and (b) Landlord shall give Tenant ten (10) days prior written notice of its intent to sell any or all goods, effects or property pursuant to this Section unless notice has already been given pursuant to (a) above. At or The notices required by this Section may be given prior to the expiration or earlier termination of this Lease. Tenant may remove the Termgood, Tenant shall (a) pay to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operatedeffects, or property which is the products produced by which cannot be sold, as a result of Landlord's lack of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu subject of the payment of such amounts, (i) make in accordance with Article 12 any Alteration necessary to restore the Demised Premises and the Equipment, or any portion of either, to substantially the same configuration and condition that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at above notices within the time of frame specified after such expiration or termination. Tenant shall indemnify Landlord for any claims, loss, damages or expense incurred by Landlord as a result of Tenant's breach of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in the transfer of such agreements and contractsnotice.

Surrender and Holding Over. 24.1Upon the expiration of the Lease Term, School shall deliver all keys to the Premises to Landlord and shall surrender the Premises to Landlord broom clean and in as good order and condition as existed on the Term Commencement Date, except for ordinary wear and tear and damage by fire or other casualty not caused by School806, and loss due to condemnation or threat of condemnation. On In the event School continues to occupy the Premises after the expiration of the Lease Term, such occupancy shall be considered a tenancy from month-to-month at a rent equal to the Base Rent and Monthly Fixed Reimbursable Expenses807Additional Rent808 due for the last day full calendar month of the TermLease Term,809 and such tenancy shall be upon and subject to all of the other terms, provisions, covenants and agreements set forth herein, including Section 3.05(b)(i)810. Upon the expiration or upon any earlier termination of this Lease, or upon School may811shall812 remove, at its expense, any re-entry trade fixtures and unattached personal property previously placed in the Premises by Landlord upon School813personal property of School in the Demised Premises or repossession by the Landlord of the Equipment pursuant heretoPremises, Tenant shall surrender the Demised Premises and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, condition and repair, ordinary wear and tear and obsolescence excepted, as the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement of the Term, free and clear of all letting and occupancies and free and clear of all liens and encumbrances other than those, if any, existing on the date of this Lease and those created Improvements and Alterations by Landlord after School which were paid for by School and which would violate the date of this Lease without the consent of the Tenant. Nothing contained in this Lease shall require Tenant Anti-Donation Clause if they were to deliver to Landlord at the expiration or other termination of this Lease remain814; but any Equipment that Tenant has theretofore removed in accordance with the provisions of this Lease. At or prior damage to the expiration or earlier termination of the Term, Tenant Premises caused by such removal shall (a) pay to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable be repaired by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu of the payment of such amounts, (i) make in accordance with Article 12 any Alteration necessary to restore the Demised Premises and the Equipment, or any portion of either, to substantially the same configuration and condition that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used School at the time of the removal. All other installations (including HVAC equipment, duct work, electric and water connections and electric lighting fixtures) and all repairs, Improvements, replacements and Alterations by School to the Premises, made by School shall, upon being installed, 815become the property of Landlord. However, School shall promptly remove any Alterations by School or Improvements to the Premises made by School without Landlord's prior written consent (or made with Landlord's consent, but subject to Landlord's right to require its removal) if requested to do so by Landlord, and shall repair any damage to the Premises resulting from such expiration or terminationremoval. Tenant shall indemnify Notwithstanding the foregoing, Landlord for any claimsmay only require the removal of Alterations by School, lossif School was so advised at the time Landlord approved said Alterations by School816Alternatively, damages or expense incurred by Landlord as a result of Tenant's breach of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant School for the reasonable costs incurred School Lien Value of the Improvements or Alterations by Tenant in the transfer of such agreements and contracts.School which are to remain817. ARTICLE XX818XXI819

Surrender and Holding Over. 24.1. 25.9.1 On the last day or sooner termination of the Term, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises or repossession by the Landlord of the Equipment pursuant hereto, Tenant Lessee shall quit and surrender the Demised Premises and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10broom-clean, in at least as good order, condition and repair, ordinary wear together with all alterations, additions and tear and obsolescence exceptedimprovements which may have been made in, as on, or to the Demised Premises, except movable furniture or trade fixtures put in at the sole expense of the Lessee provided; however, that Lessee shall ascertain from Lessor at least thirty (30) days before the end of the Term whether Lessor desires to have the Demised Premises, or any part thereof, restored to the condition and repair in which it was originally delivered to Lessee, and if Lessor shall so desire, then Lessee, at its own cost and expense, shall restore the same before the end of the Term. Lessee shall advise the New Jersey Department of Environmental Protection of the termination of Lessee's use of the Premises, and file, with said Department, such information, affidavits, forms, negative declaration or other information as said Department may require and undertake such action or work as dictated by the Department of Environmental Protection pertaining to Lessee's use and occupancy of the Premises and as it relates to a "Clean Up Plan" for the removal of hazardous substances and wastes that remain on the Premises demised. Lessee agrees upon termination of the Lease, the air-conditioning, cooling systems, heating equipment and plumbing and electrical systems shall be in good, operable condition. All light fixtures and bulbs shall be operable, cleaned and in good working order, the rugs dry cleaned, and the warehouse floor washed. If the Demised Premises is not surrendered as and when aforesaid, Lessee shall indemnify Lessor against loss or liability resulting from the Equipment are delivered to Tenant delay by Landlord at Lessee in so surrendering the commencement of the TermPremises including, free and clear of all letting and occupancies and free and clear of all liens and encumbrances other than thosewithout limitation, if any, existing any claims made by any succeeding occupant founded on the date of such delay. Lessee's obligations under this Lease and those created by Landlord after the date of this Lease without the consent of the Tenant. Nothing contained in this Lease section shall require Tenant to deliver to Landlord at survive the expiration or other termination of this Lease any Equipment that Tenant has theretofore removed in accordance with the provisions of this Lease. At or prior to the expiration or earlier sooner termination of the Term. In the event Lessee, Tenant shall (a) pay prior to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu termination of the payment Lease, fails to comply with the Rules and Regulations of such amountsthe Department of Environmental Protection of the State of New Jersey or other applicable Federal agencies having jurisdiction over the storage or use of hazardous substances then, (i) make in accordance with Article 12 any Alteration necessary Lessee, at the option of the Lessor, shall be deemed to restore be occupying the Demised Premises and the Equipment, or any portion of either, to substantially the same configuration and condition that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant shall indemnify Landlord for any claims, loss, damages or expense incurred by Landlord as a result of Tenant's breach of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in the transfer of such agreements and contractsmere licensee.

Surrender and Holding Over. 24.1. On Lessee covenants that at the last day expiration of the Term, term of this Lease or upon any its earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises or repossession by the Landlord of the Equipment pursuant hereto, Tenant shall it will quit and surrender the Demised Premises in good state and the Equipment into the possession and use of Landlord without delay andcondition, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, condition and repair, ordinary reasonable wear and tear and obsolescence excepted, as damage by the condition elements excepted given the nature and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement age of the Termimprovements and subject to the provisions of Paragraph 9 hereof. The Port shall have the right upon such termination to enter upon and take possession of NATIONAL AIRMOTIVE CORPORATION MAIN BUILDING LEASE - 32 - 37 all the Premises. Should Lessee with the Port's consent hold over the use of the Premises after this Lease has been terminated in any manner, free such holding over shall be deemed merely a tenancy from month to month and clear of all letting and occupancies and free and clear of all liens and encumbrances other than those, if any, existing at a rent to be fixed from time to time by the Port based on the date of this Lease and those created by Landlord after the date of this Lease without the consent fair rental value of the TenantPremises, payable monthly in advance, but otherwise on the same terms and conditions as herein set forth; provided, however, that rent may be fixed by the Port from time to time by giving to Lessee at least thirty (30) days' prior written notice of said rent. Nothing It is understood and agreed that nothing contained in this Lease shall require Tenant give Lessee any right to deliver to Landlord occupy the Premises at any time after expiration of the expiration or other termination term of this Lease or its earlier termination, and that this Lease shall not create any Equipment that Tenant has theretofore removed right in accordance with Lessee for relocation assistance or payment from the provisions Port upon expiration of the term of this Lease. At Lease or prior to the expiration or upon its earlier termination of or upon the Term, Tenant shall (a) pay to Landlord any amounts required to modify, to the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack termination of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord), or (b) in lieu of the payment of such amounts, (i) make in accordance with Article 12 any Alteration necessary to restore the Demised Premises and the Equipment, or any portion of either, to substantially the same configuration and condition that existed as of the date of the commencement of the Term, and to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates holdover tenancy pursuant to the Asset Purchase Agreement, this paragraph. Lessee acknowledges and (B) at Landlord's election and for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, agrees that upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant , it shall indemnify Landlord for not be entitled to, and expressly hereby waives, any claimsrelocation assistance or payment pursuant to the provisions of Title 1, lossDivision 7, damages Chapter 16, of the Government Code of the State of California (Sections 7260 et seq.) and pursuant to any other law or expense incurred by Landlord as a result regulation effective now or at any time in the future with respect to any relocation of Tenant's breach its business or activities upon the expiration of the term of this Lease or upon its earlier termination or upon the termination of any such contract or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in the transfer of such agreements and contractsholdover tenancy pursuant to this paragraph.

Surrender and Holding Over. 24.1. On the last day of the TermTenant will, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Demised Premises or repossession by the Landlord of the Equipment pursuant hereto, Tenant shall surrender the Demised Premises and the Equipment into the possession and use of Landlord without delay and, except as otherwise specifically provided in Article 9 or Article 10, in at least as good order, condition and repair, ordinary wear and tear and obsolescence excepted, as the condition and repair in which the Demised Premises and the Equipment are delivered to Tenant by Landlord at the commencement of the Term, free and clear of all letting and occupancies and free and clear of all liens and encumbrances other than those, if any, existing on the date of this Lease and those created by Landlord after the date of this Lease without the consent of the Tenant. Nothing contained in this Lease shall require Tenant to deliver to Landlord at the expiration or other termination of this Lease, quit and surrender the Premises to Landlord "broom clean" and in good order, condition and repair, except for ordinary wear and tear and except for damage by fire and other casualties which results in termination of the Lease any Equipment that Tenant has theretofore removed by Landlord as provided for in accordance with paragraph 12. Tenant's obligation to observe or perform this covenant shall survive the provisions expiration or other termination of this Lease. At or prior to the expiration or earlier termination If Tenant retains possession of the TermPremises or any part thereof after such termination, then Landlord may at its option serve written notice upon Tenant shall that such holding over constitutes either (ai) pay to Landlord any amounts required to modifycreation of a month-to-month tenancy, to upon the extent necessary to render such Improvements or Equipment operable by Landlord, any Improvement or Equipment that cannot be operated, or the products produced by which cannot be sold, as a result of Landlord's lack of any Related Lease Process Technology (after taking into account any Related Lease Process Technology offered by Tenant for immediate transfer or license to Landlord at no cost to Landlord)terms and conditions set forth in this Lease, or (bii) creation of a tenancy at sufferance, upon the terms and conditions set forth in lieu this Lease, provided, however, that in either case the monthly rental or daily rental, as the case may be, shall, in addition to all others sums which are to be paid by Tenant hereunder be equal to one and one-half times the rental being paid to Landlord under this Lease immediately prior to such termination. If no such notice is served, then a tenancy at sufferance shall be deemed to be created at the rent set forth in the preceding sentence. Tenant's payment to Landlord of one and one-half times the rental shall represent liquidated damages and not a penalty, it being agreed that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the payment Premises will be substantial and will be impossible to measure accurately. The provisions of such amountsthis paragraph shall not constitute a waiver by Landlord of any right of re-entry 15 as herein set forth, (i) make in accordance with Article 12 nor shall receipt of any Alteration necessary to restore the Demised Premises and the Equipment, rent or any portion of either, to substantially the same configuration and condition that existed as other act in apparent affirmance of the date tenancy operate as a waiver of the commencement of the Term, and right to render the Demised Premises and 84 the Equipment operable by Landlord to the extent the same were operable immediately before the commencement of the Term, and (ii) transfer or perpetually license to Landlord, (A) without cost to Landlord, any intellectual property necessary to operate the Demised Premises and the Equipment, as so restored, to the extent that such intellectual property was transferred or licensed to SCG or any of its Affiliates pursuant to the Asset Purchase Agreement, and (B) at Landlord's election and terminate this Lease for a reasonable royalty negotiated in good faith by Landlord and Tenant, a license to use improvements and enhancements to such intellectual property. At or prior to the expiration or earlier termination of the Term, Tenant shall, upon Landlord's request with respect to each such agreement or contract, Landlord's assumption of the obligations of Tenant accruing thereunder after the date of such transfer and Landlord's indemnification of Tenant against such obligations assumed, transfer to Landlord Tenant's interest in each then valid and binding contract or other agreement (to the extent assignable) relating to the Demised Premises or the Equipment the lack of which would materially adversely affect Landlord's ability to operate the physical facilities at the Demised Premises in the manner in which they are being used at the time of such expiration or termination. Tenant shall indemnify Landlord for any claims, loss, damages or expense incurred by Landlord as a result of Tenant's breach of any such contract of the terms, covenants or agreement arising before Tenant so transfers its interest in such contract or agreement. Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant in the transfer of such agreements and contractsobligations herein on Tenant's part to be performed.