Common use of Partial Surrender Clause in Contracts

Partial Surrender. (A) Subject to the exercise by Lessee of the Addendum No. 5 Hold Space Option (as hereinafter defined), Addendum No. 5 Option Space Option (as hereinafter defined) and/or Addendum No. 5 Right of Opportunity (as hereinafter defined), the Lease shall be and is hereby irrevocably terminated as to the Additional Give-Back Premises effective as of 11:59 p.m. on the date (the “Addendum No. 5 Partial Termination Date”) that is the earlier to occur of (i) October 31, 2015, and (ii) the 7th Floor Vacation Date (as hereinafter defined). The Lease shall be and is hereby irrevocably terminated as to the Give-Back Storage Space effective as of 11:59 p.m. on October 31, 2015 (the “Give-Back Storage Space Termination Date”). The Lease shall be deemed to be of no further force and effect with regard to the Additional Give-Back Premises effective as of the Addendum No. 5 Partial Termination Date and the Give-Back Storage Space effective as of the Give-Back Storage Space Termination Date, subject to conditions otherwise set forth herein. Lessor and Lessee, as of the Addendum No. 5 Partial Termination Date with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date with respect to the Give-Back Storage Space, shall be and are hereby equally released and discharged from any obligations to observe the terms and conditions of the Lease with regard to the Additional Give-Back Premises and the Give-Back Storage Space; provided, however, that both parties shall comply with the conditions otherwise set forth herein, and Lessee shall remain fully obligated with regard to the Additional Give-Back Premises and the Give-Back Storage Space for all rent and other charges incurred through the Addendum No. 5 Partial Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Give-Back Storage Space, all under the terms of the Lease and Lessor shall remain obligated with respect to the terms and conditions of the Lease which expressly survive expiration of the Lease, such as year end reconciliation of Operating Expenses, Operating Costs and Real Estate Taxes, as provided in Section 6 of the Original Lease, as amended by Section 3 of Addendum ▇▇. ▇, ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇ and Section 3 of Addendum No. 4. (B) The Lease with regard to the Additional Give-Back Premises and the Give-Back Storage Space shall terminate without payment of damages, expenses, penalty, or any other compensation or consideration from Lessor to Lessee. (C) On or before the Addendum No. 5 Partial Termination Date, Lessee shall deliver the Additional Give-Back Premises to Lessor and, on or before the Give-Back Storage Space Termination Date, Lessee shall deliver the Give-Back Storage Space to Lessor, in both cases in “as is,” broom clean condition, and free and clear of all tenancies and occupancies, whether by lease, sublease or otherwise, with no obligation to remove any Alterations or other improvements to the Additional Give-Back Premises and Give-Back Storage Space.

Partial Surrender. (A) Subject to the exercise by Lessee of the Addendum No. 5 Hold Space Option (as hereinafter defined), Addendum No. 5 Option Space Option (as hereinafter defined) and/or Addendum No. 5 Right of Opportunity (as hereinafter defined), the Lease shall be and is hereby irrevocably terminated as to the Additional Give-Back Premises effective as of 11:59 p.m. on the date (the “Addendum No. 5 Partial Termination Date”) that is the earlier to occur of (i) October 31, 2015, and (ii) the 7th Floor Vacation Date (as hereinafter defined). The Lease shall be and is hereby irrevocably terminated as to the Give-Back Storage Space effective as of 11:59 p.m. on October 31, 2015 (the “Give-Back Storage Space Termination Date”). The Lease shall be deemed to be of no further force and effect with regard to the Additional Give-Back Premises effective as of the Addendum No. 5 Partial Termination Date and the Give-Back Storage Space effective as of the Give-Back Storage Space Termination Date, subject to conditions otherwise set forth herein. Lessor and Lessee, as of the Addendum No. 5 Partial Termination Date with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date with respect to the Give-Back Storage Space, shall be and are hereby equally released and discharged from any obligations to observe the terms and conditions of the Lease with regard to the Additional Give-Give- Back Premises and the Give-Back Storage Space; provided, however, that both parties shall comply with the conditions otherwise set forth herein, and Lessee shall remain fully obligated with regard to the Additional Give-Back Premises and the Give-Back Storage Space for all rent and other charges incurred through the Addendum No. 5 Partial Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Give-Back Storage Space, all under the terms of the Lease and Lessor shall remain obligated with respect to the terms and conditions of the Lease which expressly survive expiration of the Lease, such as year end reconciliation of Operating Expenses, Operating Costs and Real Estate Taxes, as provided in Section 6 of the Original Lease, as amended by Section 3 of Addendum ▇▇. ▇, ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇ and Section 3 of Addendum No. 4. (B) The Lease with regard to the Additional Give-Back Premises and the Give-Back Storage Space shall terminate without payment of damages, expenses, penalty, or any other compensation or consideration from Lessor to Lessee. (C) On or before the Addendum No. 5 Partial Termination Date, Lessee shall deliver the Additional Give-Back Premises to Lessor and, on or before the Give-Back Storage Space Termination Date, Lessee shall deliver the Give-Back Storage Space to Lessor, in both cases in “as is,” broom clean condition, and free and clear of all tenancies and occupancies, whether by lease, sublease or otherwise, with no obligation to remove any Alterations or other improvements to the Additional Give-Back Premises and Give-Back Storage Space.

Partial Surrender. (A) Subject to 3.1 In connection with the exercise by Lessee Surrender of the Addendum No. 5 Hold Space Option (as hereinafter defined)17th Floor Space, Addendum No. 5 Option Space Option (as hereinafter defined) and/or Addendum No. 5 Right of Opportunity (as hereinafter defined), the Lease shall be and is hereby irrevocably terminated as to the Additional Give-Back Premises effective as of 11:59 p.m. on the date (the “Addendum No. 5 Partial Termination Date”) that is the earlier to occur of Tenant shall: (i) vacate the 17th Floor Space no later than October 31, 2015, and 2003 (the "VACATION DATE"); (ii) fully comply with all obligations under the 7th Floor Lease through the Vacation Date (as hereinafter defined). The Lease shall be and is hereby irrevocably terminated as to the Give-Back Storage Space effective as of 11:59 p.m. on October 31, 2015 (the “Give-Back Storage Space Termination Date”). The Lease shall be deemed to be of no further force and effect with regard to the Additional Give-Back Premises effective as of the Addendum No. 5 Partial Termination Date and the Give-Back Storage Space effective as of the Give-Back Storage Space Termination Date, subject to conditions otherwise set forth herein. Lessor and Lessee, as of the Addendum No. 5 Partial Termination Date with respect to the Additional Give-Back 17th Floor Space, including those provisions relating to the condition of the Premises and the Give-Back Storage Space Termination Date with respect to the Give-Back Storage Space, shall be and are hereby equally released and discharged from any obligations to observe the terms and conditions removal of Tenant's personal property upon expiration of the Lease with regard to (which shall apply as if the Additional Give-Back Premises and the Give-Back Storage Space; provided, however, that both parties shall comply with the conditions otherwise set forth herein, and Lessee shall remain fully obligated with regard to the Additional Give-Back Premises and the Give-Back Storage Space for all rent and other charges incurred through the Addendum No. 5 Partial Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Give-Back Storage Space, all under the terms Lease had expired as of the Lease Vacation Date); (iii) leave behind, in addition to those improvements, fixtures and Lessor shall remain obligated equipment Tenant is required to leave in the Premises in accordance with respect to the terms and conditions of the Lease which expressly survive expiration of the Lease, such as year end reconciliation of Operating Expenses, Operating Costs and Real Estate Taxes, as provided in Section 6 of the Original Lease, as amended by Section 3 of Addendum ▇▇. ▇, ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇thirty (30) "▇▇▇▇▇ ▇▇▇▇"work stations and one (1) wood work station located in the southeast corner of the 17th Floor Space, and Tenant hereby transfers all right, title and interest in such items to Landlord, fully as if by ▇▇▇▇ of sale, and represents and warrants that Landlord and its successors and assigns shall hold and enjoy the same free of claims by any other party; and (iv) continue to pay all Rent under the Lease through the Surrender Date, all of which shall be prorated on a per diem basis. ▇ and Section 3 of Addendum No. 4. (B) The Lease Notwithstanding anything in this Amendment to the contrary, Tenant's sole obligation with regard to the Additional Give-Back Premises and 17th Floor Space during the Give-Back Storage Space period of time from the Vacation Date to the Surrender Date shall terminate without be the payment of damagesRent with respect thereto. Any undetermined charges may be billed to Tenant when determined (and Tenant's obligation to pay the same shall survive the Surrender), or Landlord may reasonably estimate such charges and require that Tenant pay the same within thirty (30) days after Landlord bills the same, subject to adjustment after the actual charges have been determined. 3.2 Tenant acknowledges and agrees that Landlord, GMAC Mortgage Corp., a Pennsylvania corporation ("GMAC"), and their contractors shall have the right to access the 17th Floor Space at any time after the Vacation Date in order to prepare such space for occupancy by GMAC in accordance with that certain lease (the "GMAC LEASE") captioned "OFFICE LEASE," dated September 29, 1989, by and between Landlord and ▇▇▇▇▇▇ & Strey, Inc., an Illinois corporation (GMAC's predecessor-in-interest), as amended by that certain Expansion and Extension Agreement dated as of April 12, 1993, by that certain Second Expansion and Extension Agreement, dated as of November 18, 1998, by that certain letter agreement dated as of January 6, 2000, and by that certain Third Expansion and Extension and Relocation Agreement, dated on or about the same date hereof. 3.3 Tenant represents to Landlord that it has not made any assignment, transfer, conveyance or other disposition of the Lease (with respect to the 17th Floor Space) or any interest in the 17th Floor Space except for that certain Temporary Use Agreement by and between GMAC and Tenant, and has no knowledge of any existing or threatened claim, demand, obligation, liability, action or cause of action arising from or in any manner connected with the Lease (with respect to the 17th Floor Space) or the 17th Floor Space by any other party. Tenant represents that Tenant has not, at any time, done or suffered, and will not do or suffer, any act or thing whereby the 17th Floor Space or any part thereof is or may be in any way charged, affected or covered by any lien or claim, and shall indemnify and hold Landlord harmless from all liability, expenses, penaltydamages or costs arising from same, or any other compensation or consideration from Lessor to Lesseeincluding without limitation attorneys' fees. (C) On or before the Addendum No. 5 Partial Termination Date, Lessee shall deliver the Additional Give-Back Premises to Lessor and, on or before the Give-Back Storage Space Termination Date, Lessee shall deliver the Give-Back Storage Space to Lessor, in both cases in “as is,” broom clean condition, and free and clear of all tenancies and occupancies, whether by lease, sublease or otherwise, with no obligation to remove any Alterations or other improvements to the Additional Give-Back Premises and Give-Back Storage Space.

Partial Surrender. (A) Subject to the exercise by Lessee of the Addendum No. 5 Hold Space Option (as hereinafter defined), Addendum No. 5 Option Space Option (as hereinafter defined) and/or Addendum No. 5 Right of Opportunity (as hereinafter defined), the Lease shall be and is hereby irrevocably terminated as to the Additional Give-Back Premises effective A. Effective as of 11:59 p.m. P.M. on the date “Surrender Date” (the “Addendum No. 5 Partial Termination Date”) that is the earlier to occur of as defined herein), (i) October 31, 2015, the term of the Lease with respect to the Surrender Space shall be extinguished in the same manner and with the same effect as if the term of the Lease with respect to the Surrender Space had expired on the Surrender Date and (ii) the 7th Floor Vacation Date (as hereinafter defined). The premises demised under the Lease shall be and is hereby irrevocably terminated as to the Give-Back Storage Space effective as of 11:59 p.m. on October 31, 2015 (the “Give-Back Storage Space Termination Date”). The Lease shall thereafter be deemed to be of no further force and effect with regard to the Additional Give-Back Premises effective as comprised of the Addendum No. 5 Partial Termination Date and 25th Floor, the Give-Back Storage Space effective as of the Give-Back Storage Space Termination Date, subject to conditions otherwise set forth herein. Lessor and Lessee, as of the Addendum No. 5 Partial Termination Date with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date with respect to the Give-Back Storage Original 24th Floor Space, shall be and are hereby equally released and discharged from any obligations to observe the terms and conditions of the Lease with regard to the Additional Give-Back Premises and the Give-Back Storage Space; provided, however, that both parties shall comply with the conditions otherwise set forth herein, and Lessee shall remain fully obligated with regard to the Additional Give-Back Premises and the Give-Back Storage Space for all rent and other charges incurred through the Addendum No. 5 Partial Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Additional Give-Back Premises and the Give-Back Storage Space Termination Date (including amounts with respect thereto billed subsequent to such date) with respect to the Give-Back Storage Space, all under the terms of the Lease and Lessor shall remain obligated with respect to the terms and conditions of the Lease which expressly survive expiration of the Lease, such as year end reconciliation of Operating Expenses, Operating Costs and Real Estate Taxes, as provided in Section 6 of the Original Lease, as amended by Section 3 of Addendum ▇▇. ▇, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Space, the 22nd Floor Space, the 23rd Floor, and the Additional 24th Floor Space (collectively, the “Remaining Premises”). ▇ From and Section 3 after the Surrender Date, all references in the Lease to the Demised Premises shall refer to the Remaining Premises. Accordingly, effective as of Addendum No. 4. (B) The the Surrender Date, Tenant shall vacate, quit and surrender possession of the Surrender Space to Landlord, to the intent and purpose that Tenant shall give, grant and surrender all of its right, title and interest in and to the Surrender Space under the Lease to Landlord, whereupon the term of the Lease with regard respect to the Additional Give-Back Premises Surrender Space and all rights and obligations of Landlord and Tenant under the Lease with respect to the Surrender Space shall expire and terminate with the same effect as if the Surrender Date were the Expiration Date set forth in the Lease. Except as otherwise provided in this Agreement, the provisions of Article 11 of the Original Lease including, without limitation, Landlord’s rights in the event that Tenant fails to surrender the Surrender Space on the Surrender Date, shall be deemed applicable on the Surrender Date as if the Surrender Date were the Expiration Date. Nothing contained in this Paragraph 2 shall permit Tenant to retain possession of the Surrender Space after the Surrender Date or limit in any manner Landlord's right to regain possession of the Surrender Space, through summary proceedings or otherwise. The provisions of this Paragraph 2 shall survive the surrender of the Surrender Space and the Give-Back Storage Space shall terminate without payment of damages, expenses, penalty, or any other compensation or consideration from Lessor to LesseeSurrender Date. (C) On or before the Addendum No. 5 Partial Termination Date, Lessee shall deliver the Additional Give-Back Premises to Lessor and, on or before the Give-Back Storage Space Termination Date, Lessee shall deliver the Give-Back Storage Space to Lessor, in both cases in “as is,” broom clean condition, and free and clear of all tenancies and occupancies, whether by lease, sublease or otherwise, with no obligation to remove any Alterations or other improvements to the Additional Give-Back Premises and Give-Back Storage Space.