Acceptance and Assumption; Completion of Surrender Plan. Assignee hereby # accepts and acquires from the Assignor the assignment set forth in Section 1 above, effective as of the Effective Date and # assumes and covenants and agrees to faithfully pay, perform and discharge all obligations of Tenant under the Lease, effective as of the Effective Date, except that Assignee does not assume any obligation with respect to the performance of Assignor’s Surrender Plan required by [Section 28] of the Lease. Assignor

Surrender. Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, subject to any Alterations or Installations permitted by Landlord to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat Operations”) and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any Governmental Authority) to be taken by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of # all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and # all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject to the review and approval of Landlord’s environmental consultant. In connection with the review and approval of the Surrender Plan, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord shall request. On or before such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease, free from any residual impact from Tenant HazMat Operations. Tenant shall reimburse Landlord, as Additional Rent, for the actual out-of pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender Plan and to visit the Premises and verify satisfactory completion of the same, which cost shall not exceed $2,500. Landlord shall have the unrestricted right to deliver such Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties.

Surrender. Subject to Master Landlord’s right under the Master Lease to elect ownership of any alterations made to the Subleased Premises by or for Subtenant, prior to expiration or earlier termination of this Sublease, Subtenant shall remove all trade fixtures, personal property and alterations to the Subleased Premises made by Subtenant, and shall surrender the Subleased Premises to Sublandlord in the condition of the Subleased Premises on the Commencement Date hereof, free of Hazardous Materials stored, used released or emitted by Subtenant in our about the Subleased Premises, ordinary wear and tear, casualties and condemnation and repairs not Subtenant’s responsibility under this Sublease, excepted. Notwithstanding anything to the contrary herein, Subtenant shall not be required to remove any alterations in the Subleased Premises on the Commencement Date hereof or any Lines in the Subleased Premises unless such Lines are installed by Subtenant. Without limiting the foregoing, prior to surrender of the Subleased Premises, Subtenant shall obtain any Closure Letter required by [Section 5.3.4.3] of the Master Lease and any environmental assessment required by [Section 15.3] of the Master Lease, and shall otherwise comply with the provisions of [Section 5.3.4] of the Master Lease, in each case as incorporated herein. If the Subleased Premises are not so surrendered, then Subtenant shall be liable to Sublandlord for all costs incurred by Sublandlord (including any charges by Master Landlord under the Master Lease) in returning the Subleased Premises to such required condition, plus interest thereon at the rate specified in the final sentence of Section 25 of the Master Lease.

SURRENDER. On or before the termination of this lease, LESSEE shall remove all of LESSEE parties’ goods and effects from the premises, and shall deliver to LESSOR exclusive and unencumbered possession of the premises and all keys and locks thereto, all fixtures, equipment and workstations of any type connected therewith, and all allowed alterations made to or upon the premises, whether completed by LESSEE, LESSOR, or others, including but not limited to any offices, window blinds, floor coverings, computer floors, plumbing, plumbing fixtures, heating, ventilating and air conditioning equipment, ductwork, exhaust fans, chillers, security, surveillance and fire protection systems, telecommunications and data wiring, cable trays, telephone systems, racking, air and gas distribution piping, compressors, cranes, hoists, cabinets, counters, shelving, millwork, casework, electrical work, including but not limited to lighting fixtures of any type, wiring, conduit, transformers, generators, distribution panels, bus ducts, raceways, receptacles and disconnects, and all furnishings and equipment that have been bolted, welded, nailed, screwed, glued, or otherwise attached to any wall, floor, ceiling, roof, pavement, or ground, or which have been directly wired, ducted, or plumbed to any portion of any building or system serving the premises. Prior to surrender, LESSEE shall, at LESSOR’S option, remove or properly terminate and label for future use any and all wiring and cabling installed and/or used by LESSEE. LESSEE shall deliver the premises broom dean, fully sanitized from all chemicals or other contaminants, and in at least the same condition as they were at the commencement of this lease or any prior lease between the parties for the premises, or as they were modified during said term with LESSOR’S written consent, reasonable wear and tear only excepted, and LESSEE shall be deemed to be encumbering the premises until it delivers the premises to LESSOR at the time and in the condition required herein. Any and all property, including business records, that remains at the premises upon termination of this lease shall, at LESSOR’S option, be subject to Section 22 above or be deemed abandoned and be disposed of as LESSOR sees fit, without LESSOR being liable for any loss or damage thereto, and at the sole risk of LESSEE. LESSOR may remove and store any such property at LESSEE’S expense; retain same under LESSOR’S control; sell same without notice at a public or private sale and apply the net proceeds of such sale to the payment of any sum due herein; or destroy same. Notwithstanding the delivery of any keys to LESSOR, in no case shall the premises be deemed surrendered to LESSOR until the termination date provided herein or such other date as may be specified in a written agreement between the parties. The parties’ rights and obligations under this section shall survive termination of this lease.

Surrender. On or before April 2, 2005, Tenant shall vacate the Licensed Premises and surrender the same to Landlord. The Licensed Premises shall be surrendered to Landlord vacant and broom clean, with all trade fixtures, furniture, office equipment, and other equipment and personal property of Tenant removed therefrom, and otherwise in the condition required by Paragraph 9 of the License, except ordinary wear and tear (with the same force and effect as if the Additional Premises Commencement Date were the “Expiration Date” under the License). Tenant acknowledges that time is of the essence with respect to Tenant’s obligation to timely surrender the Licensed Premises to Landlord in the condition required above. Tenant’s failure to timely so surrender the Licensed Premises shall constitute a breach of and a default under the License (and no notice, grace or cure period shall be applicable thereto) and a holdover of the Licensed Premises without Landlord’s consent and, during any period that Tenant remains in possession of the Licensed Premises after April 2, 2005, Tenant shall remain obligated to pay all rent and other amounts due under the License for the continued possession of the Licensed Premises. In addition, if the Licensed Premises shall not have been surrendered to Landlord in the condition required above, Landlord may, at its option and at Tenant’s expense, perform any or all work as shall be required to put the Licensed Premises in the condition required above (the “Restoration Work”); provided, however, that, before Landlord performs any Restoration Work, Landlord shall provide Tenant with notice of Tenant’s failure to properly surrender the Licensed Premises and five (5) business days to cure such failure before Landlord commences any Restoration Work. Landlord’s actual and reasonable costs of the Restoration Work shall be reimbursed by Tenant within ten (10) days after Landlord’s written demand, and Tenant’s failure to make such reimbursement when due shall constitute a breach of and a default under the License.

Assumption. Assignee hereby accepts the foregoing assignment of the Purchased Assets, and hereby assumes and agrees to promptly perform and pay when due all of the Assumed Liabilities.

Assumption. By acceptance hereof Assignee agrees to assume and become obligated to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation that may accrue and become performable, from and after the date hereof by Assignor under the terms, provisions and conditions of the Assigned Contracts.

Assumption. Assignee does hereby unconditionally assume and agree to observe and perform all of the terms and conditions on the part of Tenant (as defined in the Ground Lease) to be observed and performed under the Ground Lease whether arising before or after the Effective Date.

Deemed Acceptance of Plan. In accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, all holders of Claims and Interests who voted to accept the Plan or who are conclusively presumed to accept the Plan are deemed to have accepted the Plan as modified by the Plan Modifications. No holder of a Claim or Interest shall be permitted to change its vote as a consequence of the Plan Modifications.

Acceptance. This offer will remain open until November 1, 2020. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.