Surrender of Premises. Tenant shall complete any Clean-up prior to surrender of the Premises upon the expiration or earlier termination of this Lease. Tenant shall obtain and deliver to Landlord a letter or other written determination from the overseeing governmental authority confirming that the Clean-up has been completed in accordance with all requirements of such governmental authority and that no further response action of any kind is required for the unrestricted use of the Premises ("Closure Letter"). Upon the expiration or earlier termination of this Lease, Tenant shall also be obligated to close all permits obtained in connection with Hazardous Materials used by Tenant or Tenant's Agents in accordance with applicable laws.

Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in writing by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises or terminate any or all such sublessees or subtenancies.

Surrender of Premises. No agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or earlier termination of this Lease, Tenant shall deliver to Landlord all keys to the Premises, and Tenant shall deliver to Landlord the Premises in the same condition as existed on the date Tenant took possession under any lease or with any landlord thereof, ordinary wear and tear excepted. In addition, prior to the expiration of the Term or any sooner termination thereof, # Tenant shall remove such Alterations as Landlord shall request (even if installed with Landlord’s consent) and shall restore the portion of the Premises affected by such Alterations and such removal to its condition existing immediately prior to the making of such Alterations, # Tenant shall remove from the Premises all unattached trade fixtures, furniture, equipment and personal property located in the Premises, including, without limitation, phone equipment, wiring, cabling and all garbage, waste and debris, and # Tenant shall repair all damage to the Premises or the Project caused by any such removal including, without limitation, full restoration of all holes and gaps resulting from any such removal and repainting required thereby. All personal property and fixtures of Tenant not so removed shall, to the extent permitted under applicable Regulations, be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items.

Surrender of Existing Premises. Tenant hereby agrees to vacate the Existing Premises and surrender and deliver exclusive possession of the Existing Premises to Landlord on or before the Effective Date in accordance with the provisions of Section 14 of the Original Lease. If Tenant fails to so vacate and surrender and deliver exclusive possession of the Existing Premises to Landlord on or before the Effective Date, then the holdover provisions of Section 15 of the Original Lease shall apply. Tenant represents and warrants to Landlord that: # Tenant has not heretofore assigned or sublet all or any portion of its interest in the Lease or the Existing Premises; # no other person, firm or entity has any right, title or interest in the Lease; # Tenant has the full right, legal power and actual authority to enter into this Third Amendment without the consent of any person, firm or entity; and # Tenant has the full right, legal power and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that as of the date hereof there are no, and as of the Effective Date there shall not be any, mechanics' liens or other liens encumbering all or any portion of the Existing Premises by virtue of any act or omission on the part of Tenant, its predecessors, contractors, agents, employees, successors or assigns.

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, such approval not to be unreasonably withheld or delayed. 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 reasonable 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.

days prior to the Outside Date, Tenant may elect to continue to occupy, access, use and remove items from the Surrender Premises for up to an additional sixty (60) days (i.e., through February 29, 2024), provided that, with respect to the period of time Tenant elects to occupy the Surrender Premises subsequent to the Outside Date, Tenant shall be required to pay on a per diem basis # Base Annual Rent (as defined in the Lease) with respect to the Surrender Premises at the rates which would otherwise be in effect for the Surrender Premises pursuant to the terms of the Original Lease as if it was not a holdover and # NNN Expenses (as defined in [Section 5(b)(i)] below) with respect to the Surrender Premises. Notwithstanding anything in the Lease or this Amendment to the contrary, during any period of time after the Surrender Date during which Tenant is occupying, accessing, or otherwise using the Server Room or any other portion of the Surrender Premises, all of Tenant’s obligations under the Lease related to insurance and indemnity shall continue to apply to the entire Surrender Premises and Tenant shall reimburse Landlord for all costs related to electric and janitorial service for the Surrender Premises as well as janitorial costs related to the Common Area bathrooms located on the 10th floor of the Building. If after the Outside Date, Tenant will not operate its business from the Surrender Premises but desires only to access, use or remove items from the Server Room during any portion of the sixty (60) day period after the Outside Date, Tenant must notify Landlord not less than fifteen (15) days prior to the Outside Date of its election I-1932589.12

Condition of the Building and Premises Upon Surrender. In addition to the above requirements of this Article 15, upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, surrender the Premises and Building with Tenant having complied with all of Tenant’s obligations under this Lease, including those relating to improvement, repair, maintenance, compliance with law, testing and other related obligations of Tenant set forth in Article 7 of this Lease. In the event that the Building and Premises shall be surrendered in a condition which does not comply with the terms of this Section 15.4, because Tenant failed to comply with its obligations set forth in Lease, then following thirty (30) days' notice to Tenant, during which thirty (30) day period Tenant shall have the right to cure such noncompliance, Landlord shall be entitled to expend all reasonable costs in order to cause the same to comply with the required condition upon surrender and Tenant shall immediately reimburse Landlord for all such costs upon notice.

Temporary Surrender. In addition to the Landlord’s right to terminate as contained in Section 2.2, Landlord shall have the right to take temporary repossession of a portion of a Particular Parking Lot in order to support construction on adjacent property, regardless of whether such adjacent property is owned by the Landlord. No such temporary possession shall be effective unless the remainder of the Particular Parking Lot(s) that is affected continues to have the same, or reasonably comparable, access to the same public streets that existed prior to any such temporary surrender. Access will be considered “reasonably comparable” if the change in access does not cause a material adverse effect on Tenant’s ability to perform its parking business at the applicable Particular Parking Lot(s). Tenant acknowledges that a portion of Lot 20 is temporarily being used to support construction on the northerly side of Elizabeth Street (“Lot 20 Construction Area”). Landlord shall give Tenant thirty (30) days’ notice of such temporary possession which shall become effective on the last to occur # the date specified in such notice and # the provision of the required access to public streets. During the period of such temporary possession, the Base Rent shall be adjusted as provided in Section 3.4. Landlord may return any such withdrawn portion of the Premises, including, without limitation, the Lot 20 Construction Area, to Tenant at any time, but Tenant shall not be required to accept possession until all construction equipment has been removed and the returned area has been restored to at least its former condition, including where necessary repaving and restriping.

Surrender: Sublessee’s obligations with respect to the surrender of the Premises shall be fulfilled if Sublessee surrenders possession of the Premises in the condition existing at the Commencement Date, ordinary wear and tear, casualties, condemnation and repairs that are not Sublessee’s responsibility, excepted. Sublessee shall not be required to remove any alterations in the Premises on the date hereof.