Common use of Subtenants Clause in Contracts

Subtenants. (a) Tenant hereby authorizes and permits Landlord to engage in discussions and negotiations directly with each of ▇▇▇▇▇▇’s current subtenants at Building 4 and Building 6 consisting of Nyobolt, Inc. and Spryte (each, an “Existing Subtenant” and collectively, the “Existing Subtenants”), and any future subtenant of all or any portion of the Existing Premises (together with the Existing Subtenants, each, a “Subtenant” and collectively, the “Subtenants”, and each sublease with respect to a “Subtenant” shall be referred to as an “Applicable Sublease”) and their respective affiliates, regarding Landlord and a particular Subtenant entering into a direct lease with ▇▇▇▇▇▇▇▇ for such Subtenant’s Subleased Premises (together with any other space) on any terms that Landlord and such Subtenant may desire (a “Direct Lease”). Landlord shall have no obligation to engage in any such discussions or negotiations or have any obligation to consummate a Direct Lease. If Landlord and the applicable Subtenant agree to enter into a Direct Lease with any of the Subtenants, then Landlord may deliver a Recapture Notice with respect to the applicable Recapture Portion constituting the applicable Subleased Premises and the terms of Section 4 shall apply with respect thereto, except that Tenant will have no obligation to surrender or deliver possession of the applicable Subleased Premises to Landlord (except with respect to any future subleases where ▇▇▇▇▇▇ had not previously delivered possession of the Recapture Portion to the subtenant thereof), it being agreed that such Direct Lease shall not affect or increase the amount of the Subleased Premises Adjusted Rent calculated pursuant to Exhibit A-1 attached hereto with respect to the applicable Subleased Premises. (b) Notwithstanding anything in this Tenth Amendment or in Section 5.6 of the Original Lease to the contrary, if Tenant provides Landlord with a Proposed Transfer Notice regarding the subletting of any (including any portion of any) Recapture Portion (any such space, the “Proposed Sublease Space”) in accordance with the requirements of Section 5.6.3 of the Original Lease, then Landlord shall have fifteen (15) business days following its receipt of the Proposed Transfer Notice to (i) elect to exercise Landlord’s Recapture Option as to the entirety of the Proposed Sublease Space, (ii) elect not to exercise Landlord’s Recapture Option as to Proposed Sublease Space and either (x) provide its written consent or (y) withhold its written consent, in the case of each of (x) and (y), not to be unreasonably withheld, conditioned or delayed, to the Applicable Sublease and Subtenant. If Landlord fails to make any election within such fifteen (15) business day period, then Landlord shall be deemed to have elected not to exercise its Recapture Option with respect to the Proposed Sublease Space and to have provided its written consent to the Subtenant (provided that the proposed sublease document submitted with the Proposed Transfer Notice is substantially the same as the final Applicable Sublease), and the provisions of Sections 5.6.2, 5.6.3, 5.6.4 and 5.6.5 of the Original Lease shall apply to the proposed Applicable Sublease. If Landlord fails to timely elect to exercise its Recapture Option as to the entirety of the Proposed Sublease Space, then Landlord will have no right or option under Section 4 to exercise the Recapture Option as to the Proposed Sublease Space unless and until the earlier of: (i) Tenant and the prospective Subtenant failing to execute an Applicable Sublease for the Proposed Sublease Space within six (6) months following the expiration of Landlord’s fifteen (15)-business day response period, and (ii) Tenant and the prospective Subtenant executing and delivering an Applicable Sublease (the “Closed Period”), it being agreed that following the Closed Period, Landlord may exercise its Recapture Period as to the Proposed Sublease Space upon the terms and conditions set forth in Section 5(a) of this Tenth Amendment.

Subtenants. Tenant hereby agrees, that in connection with any sublease of any Facility by Tenant to a wholly-owned subsidiary of Tenant, or in connection with any management agreement entered into by Tenant (aor its affiliate subtenant) and an affiliate of Tenant in connection with the day-to- day management of a Facility, Tenant shall comply with the following terms and provisions and any failure by Tenant to comply with the following terms and provisions shall be an immediate Event of Default under the Lease. Tenant hereby agrees that in the event it desires to sublease a Facility to a wholly-owned subsidiary of Tenant, then Tenant shall be required to comply with the following provisions before any such Sublease shall be deemed approved or consented to by Landlord, which consent or approval is required pursuant to the terms of the Lease: i) Tenant shall have provided a fully executed copy of any such sublease to Landlord, which sublease shall be in form and substance reasonably acceptable to Landlord; and ii) Landlord, Tenant and each subtenant shall have entered into a Subordination and Consent to Sublease Agreement in form and substance acceptable to Landlord in its sole discretion Tenant further hereby authorizes and permits Landlord agrees that in the event Tenant, or any affiliate subtenant, desires to engage in discussions and negotiations directly enter into a management agreement with each respect to the day-to-day operations of ▇▇▇▇▇▇’s current subtenants at Building 4 and Building 6 consisting of Nyobolta Facility, Inc. and Spryte then Tenant, any subtenant (each, an “Existing Subtenant” and collectively, the “Existing Subtenants”if applicable), and any future subtenant of all such management entity shall be required to comply with the following provisions before any such management agreement shall be deemed approved or any portion consented to by Landlord, which consent or approval is required pursuant to the terms of the Existing Premises (together with the Existing Subtenants, each, a “Subtenant” and collectively, the “Subtenants”, and each sublease with respect to a “Subtenant” shall be referred to as an “Applicable Sublease”Lease: i) and their respective affiliates, regarding Landlord and a particular Subtenant entering into a direct lease with ▇▇▇▇▇▇▇▇ for such Subtenant’s Subleased Premises (together with any other space) on any terms that Landlord and such Subtenant may desire (a “Direct Lease”). Landlord shall have no obligation to engage in received an executed copy of any such discussions or negotiations or have management agreement, which management agreement shall be in form and substance reasonably acceptable to Landlord; and ii) Landlord, Tenant, any obligation to consummate a Direct Lease. If Landlord subtenant (if applicable) and the applicable Subtenant agree to enter management entity shall have entered into a Direct Lease with any of the Subtenants, then Landlord may deliver a Recapture Notice with respect Subordination and Consent to the applicable Recapture Portion constituting the applicable Subleased Premises Management Agreement in form and the terms of Section 4 shall apply with respect thereto, except that Tenant will have no obligation to surrender or deliver possession of the applicable Subleased Premises substance acceptable to Landlord (except with respect to any future subleases where ▇▇▇▇▇▇ had not previously delivered possession of the Recapture Portion to the subtenant thereof), it being agreed that such Direct Lease shall not affect or increase the amount of the Subleased Premises Adjusted Rent calculated pursuant to Exhibit A-1 attached hereto with respect to the applicable Subleased Premisesin its sole discretion. (b) Notwithstanding anything in this Tenth Amendment or in Section 5.6 of the Original Lease to the contrary, if Tenant provides Landlord with a Proposed Transfer Notice regarding the subletting of any (including any portion of any) Recapture Portion (any such space, the “Proposed Sublease Space”) in accordance with the requirements of Section 5.6.3 of the Original Lease, then Landlord shall have fifteen (15) business days following its receipt of the Proposed Transfer Notice to (i) elect to exercise Landlord’s Recapture Option as to the entirety of the Proposed Sublease Space, (ii) elect not to exercise Landlord’s Recapture Option as to Proposed Sublease Space and either (x) provide its written consent or (y) withhold its written consent, in the case of each of (x) and (y), not to be unreasonably withheld, conditioned or delayed, to the Applicable Sublease and Subtenant. If Landlord fails to make any election within such fifteen (15) business day period, then Landlord shall be deemed to have elected not to exercise its Recapture Option with respect to the Proposed Sublease Space and to have provided its written consent to the Subtenant (provided that the proposed sublease document submitted with the Proposed Transfer Notice is substantially the same as the final Applicable Sublease), and the provisions of Sections 5.6.2, 5.6.3, 5.6.4 and 5.6.5 of the Original Lease shall apply to the proposed Applicable Sublease. If Landlord fails to timely elect to exercise its Recapture Option as to the entirety of the Proposed Sublease Space, then Landlord will have no right or option under Section 4 to exercise the Recapture Option as to the Proposed Sublease Space unless and until the earlier of: (i) Tenant and the prospective Subtenant failing to execute an Applicable Sublease for the Proposed Sublease Space within six (6) months following the expiration of Landlord’s fifteen (15)-business day response period, and (ii) Tenant and the prospective Subtenant executing and delivering an Applicable Sublease (the “Closed Period”), it being agreed that following the Closed Period, Landlord may exercise its Recapture Period as to the Proposed Sublease Space upon the terms and conditions set forth in Section 5(a) of this Tenth Amendment.