Common use of Recognition Agreement Clause in Contracts

Recognition Agreement. Landlord and Tenant acknowledge and agree that Tenant’s leasehold interest in and to the Demised Properties under this Lease, in each case, is subject to a right of first refusal in favor of Xxxxxxxx 66 Company (“PSX”) granted pursuant to one or more Master Branded Reseller Agreements and/or Branded Marketer Agreements between PSX and Tenant. In recognition of the rights of first refusal in favor of PSX, Landlord, Tenant and PSX have entered into that certain ROFR Recognition Agreement of even date herewith (“Recognition Agreement”) whereby, among other things, Landlord has agreed to recognize the rights of first refusal of PSX as and when PSX exercises a right of first refusal of Tenant’s leasehold interest as to a particular Demised Property in accordance with the terms of the Recognition Agreement. The Recognition Agreement is intended to run with the Demised Properties the same as if the terms of the Recognition Agreement were set forth in full in this Lease (until the Recognition Agreement is terminated in accordance with its terms), and any successor, assignee or transferee of Landlord’s interest in this Lease, including any partial assignment of this Lease effected under Section 30.01 of this Lease, shall be deemed to have knowledge of and to assume and take subject, as applicable, to the respective rights, duties and obligations of Landlord and PSX under the Recognition Agreement. This Article may not be amended without the express consent of PSX, and any attempted amendment without such consent shall be void. PSX shall be an express third party beneficiary of this Article and entitled to enforce the terms hereof. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

Recognition Agreement. Landlord and Tenant acknowledge and agree that Tenant’s leasehold interest in and Notwithstanding anything to the Demised Properties contrary contained herein, if Subtenant sub-subleases the entire Sublease Premises to the Initial Subsubtenant, Sublandlord shall, upon the request of Subtenant, provided that Subtenant shall not then be in default under this LeaseSublease beyond the expiration of any applicable notice and cure periods, in each caseexecute and deliver to the Initial Subsubtenant, is subject to a right of first refusal in favor of Xxxxxxxx 66 Company (“PSX”) granted pursuant to one or more Master Branded Reseller Agreements and/or Branded Marketer Agreements between PSX and Tenant. In recognition of the rights of first refusal in favor of PSX, Landlord, Tenant and PSX have entered into that certain ROFR Recognition Agreement of even date herewith in form mutually acceptable to Sublandlord and the Initial Subsubtenant (a “Recognition Agreement”) wherebystating, among other thingsin substance, that so long as the Initial Subsubtenant shall not be in default of any of its obligations under the Initial Subsublease, beyond the expiration of any applicable notice and grace period, the Initial Subsubtenant’ s leasehold estate shall not be terminated or disturbed by reason of the termination of this Sublease in the event of the default of Subtenant hereunder, but shall be modified as follows. Upon the attornment and recognition referred to in the preceding sentence, this Sublease (and not the Initial Subsublease) shall continue in full force and effect as, or as if it were, a direct sublease between Sublandlord and the Initial Subsubtenant upon all of the then executory terms, conditions and covenants as are set forth in this Sublease, including the Base Rent and Additional Rent due hereunder. Further, for the avoidance of any doubt, upon such attornment and recognition, in no event shall Subtenant be released from any liability for the full, timely and complete payment and performance of the terms and conditions of this Sublease. Subtenant shall reimburse Sublandlord, as Additional Rent, within thirty (30) days after demand for any reasonable out of-pocket attorneys’ fees and disbursements actually incurred by Sublandlord in connection with the granting of such a Recognition Agreement.” x) Sublandlord agrees to request from the Landlord has agreed a recognition agreement in favor of Subtenant whereby Landlord would recognize this Sublease in the event of the termination of the Lease. Notwithstanding the foregoing, Subtenant hereby acknowledges and agrees that such request does not constitute an agreement or statement that the Sublease qualifies for recognition by the Landlord or its mortgagee pursuant to recognize the rights of first refusal of PSX as and when PSX exercises a right of first refusal of Tenant’s leasehold interest as to a particular Demised Property in accordance with the terms of the Recognition AgreementLease. The Recognition Agreement is intended In no event shall Sublandlord be obligated to run obtain any such recognition agreement; Sublandlord’s only obligation shall be to make a request of Landlord therefor. Subtenant shall promptly reimburse Sublandlord for any out-of-pocket costs or expenses incurred by it in connection with such recognition agreement. y) Effective as of the Demised Properties Relocation Commencement Date, all references to the same “South Tower” in Section 11.l(c) of the Existing Sublease shall refer to the “North Tower”. z) Articles 28 and 29 of the Existing Sublease shall each be deleted in their entirety. aa) Effective as if of the Relocation Commencement Date, the terms of Article 31 of the Recognition Agreement were set forth Existing Sublease shall be deleted and restated as follows: 31.1 So long as no default by Subtenant beyond any applicable notice and cure period shall have occurred and be continuing under this Sublease either on the date Subtenant exercises the Expansion Option or at any time through and including the date that the Option Space is incorporated into the Sublease Premises as provided below, Subtenant shall have the one-time option (the “Expansion Option”) to sublease all or a portion of the sixth (6th) floor of the North Tower of the Building comprising at least 10,000 rentable square feet of space (the “Option Space”), by giving to Sublandlord written notice of Subtenant’s exercise of the Expansion Option and the Option Space that Subtenant elects to sublease (the “Option Exercise Notice”) by no later than December 31, 2019. If the exercised Expansion Option is for Option Space comprising less than all of the sixth (6th) floor, then the location of the Option Space on the sixth (6th) floor shall be as mutually agreed to in full writing by Sublandlord and Subtenant. The term of this Sublease with respect to the Option Space shall commence on the date that Sublandlord tenders vacant possession of the Option Space to Subtenant in the condition provided in this Lease Section 31.1 below (the “Option Space Delivery Date”), which date shall be (a) no earlier than sixty (60) days following Subtenant’s delivery to Sublandlord of the Option Exercise Notice and (b) no later than one hundred eighty (180) days following Subtenant’s delivery to Sublandlord of the Option Exercise Notice (the “Outside Option Space Delivery Date”). Sublandlord shall make good faith efforts to give Subtenant a non-binding estimate not less than thirty (30) days prior to the date on which Sublandlord anticipates that the Option Space Delivery Date will occur and, upon Subtenant’s request from time to time, to provide a non-binding estimate (which may be written or oral) of the anticipated Option Space Delivery Date. If Subtenant exercises its Expansion Option, all terms and conditions applicable to the Sublease Premises shall also apply to the Option Space from and after such commencement date, with the following exceptions: (i) the Annual Base Rent and Monthly Base Rent with respect to the Option Space shall be based upon the then-Annual Base Rent Per Square Foot multiplied by the square footage of the Option Space; (ii) no tenant improvement allowance for the Option Space will be provided; (iii) no free rent period shall be applicable to the Option Space, except as expressly provided below; and aside from delivering the Option Space in broom-clean, as-is condition, Sublandlord shall have no obligation to perform any work or improvements in the Option Space other than demising same if necessary and leaving existing furniture in the Option Space. Subject to the last sentence of this paragraph and delays resulting from force majeure causes not to exceed one hundred twenty (120) days in the aggregate, (i) if the Option Space Delivery Date does not occur by the Outside Option Space Delivery Date, then the date upon which Subtenant shall commence paying Base Rent solely with respect to the Option Space (the “Option Space Rent Commencement Date”) shall be delayed by one day for each day occurring during the period commencing on the Outside Option Space Delivery Date until the Recognition Agreement is terminated in accordance with its termsearlier to occur of (a) the Option Space Delivery Date and (b) the day immediately preceding the Second Outside Option Space Delivery Date (as hereinafter defined), and any successor(ii) if the Option Space Delivery Date does not occur by the date that is thirty (30) days following the Outside Option Space Delivery Date (the “Second Outside Option Space Delivery Date”), assignee or transferee of Landlord’s interest then the Option Space Rent Commencement Date shall be delayed by two (2) days for each day occurring during the period commencing on the Second Outside Option Space Delivery Date until the Option Space Delivery Date. Notwithstanding anything contained in this Leaseprovision to the contrary, including if any partial assignment failure by Sublandlord to deliver the Option Space to Subtenant in the condition provided by this Section 31.1 above on any date is due to delays caused by Subtenant, such delay shall not be deemed to delay the commencement of the term of this Lease effected under Section 30.01 of this Lease, Sublease with respect to the Option Space or the Option Space Rent Commencement Date and the Option Space Delivery Date and Option Space Rent Commencement Date shall be deemed to be the date each of same would have knowledge occurred but for such delay. Notwithstanding the foregoing, if (A) Subtenant assigns this Sublease (excluding an assignment to an Affiliate of and Subtenant or a Successor in accordance with Section 13.1) or (B) Subtenant subleases any portion of the Rentable Area of the Sublease Premises (excluding a sublease to assume and take subjectan Affiliate of Subtenant or a Successor in accordance with Section 13.1), as applicable, Subtenant’s rights under this Section with respect to the respective rightsOption Space shall be void and of no further force or effect. 31.2 Sublandlord and Subtenant agree that in the event that, duties on or prior to September 30, 2020, Sublandlord shall sublease to Subtenant additional space (other than pursuant to Section 31.1 above) within the Building (understanding that Sublandlord and obligations Subtenant shall have no obligation to do so), such sublease of Landlord additional space will be on the same terms of this Sublease, including, without limitation, that the term of such sublease will be co-terminous with the Term of this Sublease; the base rent on a per rentable square foot basis will be the same as the Base Rent under this Sublease; no tenant improvement allowance or free rent period will be provided; and PSX under the Recognition Agreement. This Article may Sublandlord shall not be amended without obligated to perform any work or improvements to the express consent of PSX, and any attempted amendment without such consent shall be void. PSX shall be an express third party beneficiary of this Article and entitled to enforce the terms hereofspace. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.”

Recognition Agreement. In the event that, after the Lease Commencement Date, (i) Tenant desires to enter into a sublease for the remainder of the then-current Lease Term with a proposed subtenant which is not an Affiliate or a Business Affiliate (herein referred to as a "Qualified Subtenant") where the sublease space consists of either (A) at least one (1) full-floor of the Premises that is not contiguous to another full-floor of the Premises then leased by Tenant hereunder, or (B) two (2) or more contiguous full floors of the Premises (but if the condition in this clause (B) is not initially met, but Tenant subsequently enters into another full floor sublease to a Qualified Subtenant for the remainder of the then-current Lease Term to the same or a different Qualified Subtenant which would result in such condition being satisfied if both subleases were viewed together as one sublease, then such condition shall be deemed satisfied) (herein, a "Qualified Sublease"), and (ii) Tenant requests in connection therewith (which request shall be made (if at all) concurrently with Tenant's request for consent of such Qualified Sublease delivered by Tenant to Landlord pursuant to Section 14.1 above) that Landlord and such Qualified Subtenant enter into a Recognition Agreement (as defined below), then if Tenant acknowledge and agree that Tenant’s leasehold interest in such Qualified Subtenant enter into a sublease (and such sublease and Qualified Subtenant are otherwise consented to by Landlord) pursuant to the Demised Properties other provisions of this Article 14 (such consent by Landlord may be conditioned upon, among the other factors set forth above in this Article 14, that the proposed Qualified Subtenant has sufficient financial wherewithal to not only meet its obligations under this Leasethe proposed sublease but also under the Recognition Agreement), then Landlord shall provide the Recognition Agreement for such full floor sublease described in each caseclause (A) hereinabove and with respect to the subleases described in clause (B) hereinabove, is subject to Landlord shall provide a right of first refusal in favor of Xxxxxxxx 66 Company (“PSX”) granted pursuant to one or more Master Branded Reseller Agreements and/or Branded Marketer Agreements between PSX and Tenant. In recognition Recognition Agreement effective as of the rights later of first refusal in favor (1) the effective date of PSX, such subsequent sublease and (2) the date Landlord, Tenant and PSX have entered into that certain ROFR the Qualified Subtenant of such subsequent sublease execute and deliver Landlord's consent to such subsequent sublease. By way of example, only, Landlord shall not be obligated to provide a Recognition Agreement for a sublease of even the 3rd floor of the Premises, but if (x) Tenant subsequently enters into a sublease of the 4th floor of the Premises to a Qualified Subtenant for the remainder of the then current Lease Term, (y) the prior sublease of the 3rd floor of the Premises was to a Qualified Subtenant for the remainder of the then-current Lease Term, and (z) such 3rd floor sublease remains in effect, Landlord shall be required to provide a Recognition Agreement for both such subleases effective as of the later of (a) the effective date herewith of such 4th floor sublease and (“b) the date Landlord, Tenant and the Qualified Subtenant of such 4th floor sublease execute and deliver Landlord's consent to such 4th floor sublease. As used herein, the "Recognition Agreement”" shall mean an agreement between Landlord and the Qualified Subtenant of a Qualified Sublease (the exact form of which shall be negotiated in good faith by Landlord, Tenant and such Qualified Subtenant), which provides that if this Lease is terminated as a result of an Event of Default by Tenant: (I) whereby, among other things, Landlord has agreed such Qualified Sublease shall thereupon automatically be converted from 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] a sublease to recognize the rights an assignment by Tenant and assumption by such Qualified Subtenant (as an assignee) of first refusal of PSX as and when PSX exercises a right of first refusal all of Tenant’s leasehold interest 's rights and obligations under this Lease but only with respect to the subleased space under such Qualified Sublease; and (II) Landlord and such subtenant/assignee shall recognize such assignment as to a particular Demised Property in accordance with direct lease between Landlord and such subtenant/assignee for such subleased space at the terms greater of the Recognition Agreement. The Recognition Agreement is intended Rent payable under the Qualified Sublease or the Rent payable under this Lease with respect to run with the Demised Properties such subleased space and upon all of the same other applicable terms and conditions as if the terms of the Recognition Agreement were set forth in full in this Lease (until the Recognition Agreement is terminated in accordance with its terms), and any successor, assignee or transferee of Landlord’s interest in this Lease, including any partial assignment of this Lease effected under Section 30.01 of this Lease, shall be deemed to have knowledge of and to assume and take subject, as applicable, to the respective rights, duties and obligations of Landlord and PSX under the Recognition Agreement. This Article may not be amended without the express consent of PSX, and any attempted amendment without such consent shall be void. PSX shall be an express third party beneficiary of this Article and entitled to enforce the terms hereof. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.

Recognition Agreement. Landlord and To the extent that Tenant acknowledge and agree that Tenant’s leasehold interest in and to the Demised Properties under this Lease, in each case, is subject to enters into a right of first refusal in favor of Xxxxxxxx 66 Company (“PSX”) granted pursuant to one or more Master Branded Reseller Agreements and/or Branded Marketer Agreements between PSX and Tenant. In recognition sublease for all of the rights Floor Area of first refusal in favor of PSXthe Building, Landlord, Tenant if it grants its consent to such sublease, shall also, upon written request delivered to Landlord at the time of the request for Landlord’s consent to the sublease, simultaneously jointly execute with the subtenant a recognition and PSX have entered into that certain ROFR Recognition Agreement of even date herewith attornment agreement (the “Recognition Agreement”) wherebypursuant to which the parties shall agree that in the event an Event of Default occurs under this Lease and this Lease is terminated, among other thingsthe parties shall, not later than fifteen (15) days thereafter, enter into a direct lease for the space being subleased subject to the provisions below (the “New Lease”); provided that Landlord shall have no obligation to enter into a Recognition Agreement with any prospective subtenant with which Landlord had been in active negotiations for a direct lease of space within the past one hundred fifty (150) days. For purposes of the foregoing, Landlord has agreed to recognize the rights of first refusal of PSX as and when PSX exercises a right of first refusal of Tenant’s leasehold interest as to a particular Demised Property in accordance with the terms of the Recognition Agreement. The Recognition Agreement is intended to run with the Demised Properties the same as if the terms of the Recognition Agreement were set forth in full in this Lease (until the Recognition Agreement is terminated in accordance with its terms), and any successor, assignee or transferee of Landlord’s interest in this Lease, including any partial assignment of this Lease effected under Section 30.01 of this Lease, shall be deemed to have knowledge of been in active negotiations with a prospective tenant if either (i) a proposed lease document had been prepared by Landlord and to assume and take subject, as applicable, delivered to the respective rights, duties and obligations of prospective tenant or (ii) Landlord and PSX such prospective tenant had been in continuing negotiations for space over at least a thirty (30) day period and a written letter of intent or proposal had been submitted by Landlord and responded to by such proposed tenant. Landlord’s obligation to enter into the New Lease shall be conditioned upon (i) the subtenant not then being in default of its financial obligations under its sublease with Tenant and (ii) the subtenant not then being the debtor in any bankruptcy or insolvency proceedings. The term of the New Lease shall be for the remaining scheduled Term of this Lease, exclusive of any extension options. The rental rate under the Recognition AgreementNew Lease shall be the higher of the rental rate then and thereafter due under this Lease or the rental rate due under the sublease, and prior to and as a condition of the execution of the New Lease by Landlord, the tenant thereunder shall fund a security deposit to Landlord in the amount of one hundred ten percent (110%) of the last full month’s rent under the New Lease (and the New Lease shall contain Landlord’s standard security deposit provisions) and shall deliver to Landlord proper evidence of required insurance coverage. This Article may The New Lease shall provide that the space is being leased in an as-is condition, and Landlord shall not be amended without responsible for any tenant improvements. Unless otherwise agreed by Landlord at the express consent of PSXtime, and any attempted amendment without such consent no extension or expansion rights shall be voidprovided by Landlord under the New Lease. PSX Landlord shall be an express third party beneficiary entitled under the New Lease to its then standard property management and construction management fees for the Project. In no event shall Landlord be liable for any act, omission, covenant or breach by Tenant under the sublease or for the return of any advance rental payments or deposits under the sublease that have not been actually delivered to Landlord, nor shall Landlord be liable for any brokerage commissions in connection with the New Lease. The New Lease shall be prepared by Landlord and, subject to the provisions above in this Section, shall be consistent with the non-economic terms and provisions of this Article Lease, except for the following modifications: (1) Sections 3.2, 3.3, 3.4, 3.5, 9.6, 10.2(b), 10.6, 13.2, 15.2 and entitled 21.4 of this Lease shall be deleted in their entireties from the New Lease; (2) appropriate modifications shall be made to enforce the terms hereofNew Lease to reflect that all Building Systems shall, at Landlord’s election, be maintained by Landlord; (3) the New Lease shall reflect Landlord’s then-standard after-hours HVAC standards and charges and Section 6.1 shall be appropriately modified; (4) the definition of Non-Standard Improvements in Section 7.3 shall be amended to refer to any improvements other than Landlord’s Building Standard Improvements as defined in Exhibit X to this Lease; and (5) the definition of “Transfer Costs” in Section 9.1(d) shall be modified to delete the inclusion of Vacancy Costs and Unamortized Improvement Costs. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.