Common use of CONSENT PROCEDURES Clause in Contracts

CONSENT PROCEDURES. (a) If Tenant desires to (i) assign this Lease other than to a Related Entity, a Successor or a Qualified Business Group Holder or (ii) sublet the Premises or any part thereof to other than a Related Entity, a Successor or a Qualified Business Group Holder, then Tenant shall give Landlord notice (each, a “Transfer Notice”) of such intent. Each Transfer Notice shall be accompanied by (i) a statement setting forth in reasonable detail the identity of the proposed assignee or sublessee, the nature of its business and its proposed use of the Premises and (ii) in the case of a proposed assignment, current financial information with respect to the proposed assignee. Landlord’s consent to any such proposed assignment or to any such proposed sublease shall not be unreasonably withheld, conditioned or delayed, provided that (a) in the case of a proposed assignment, the proposed assignee shall have the financial ability to perform the obligations of Tenant under this Lease (it being agreed that any entity that has a tangible net worth equal to or greater than $50,000,000.00 and a minimum net income of $10,000,000 for each of the three (3) previous years shall be deemed to have the financial ability to perform the obligations of Tenant under this Lease, both as evidenced by financial statements prepared by certified public accountants. Net worth shall be calculated as of the last day of the proposed assignee’s then most recently completed fiscal year, using sound accounting principles. (b) the proposed assignee or subtenant is of a character comparable to (or better than) that of other warehouse and/or office tenants in the area of the Premises, as determined by objective criteria; (c) the intended use of the Premises by the proposed assignee or subtenant (A) is permitted by the first sentence of Section 6.01 above and (B) is no more likely to result in environmental contamination at the Premises than Tenant’s use of the Premises at the time of the assignment or subletting in question. (d) in the case of a proposed assignment, such assignment will not violate the so-called “Party-In-Interest Rules” under ERISA. (b) Landlord shall approve or disapprove a proposed sublease or a proposed assignment described in any Transfer Notice within 10 business days after Landlord’s receipt of such Transfer Notice and the information required pursuant to the provisions of Section 11.03(a) above. If Landlord fails to approve or disapprove a proposed sublease or assignment within such 10 business day period, then such proposed sublease or assignment shall be deemed disapproved; provided, however, if following such 10 business day period with no response from Landlord Tenant re-sends the Transfer Notice to Landlord, then, and in such event, if Landlord fails to approve or disapprove the proposed sublease or assignment within 10 business days after Landlord’s receipt of such re-sent Transfer Notice such proposed sublease or assignment shall be deemed approved.

CONSENT PROCEDURES. Tenant’s request for Landlord’s consent to any Transfer for which Landlord’s consent is required under this Article 13 shall be made at least thirty (a30) If days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent, construction, and security deposit), and Tenant desires shall also provide any other information in Tenant’s possession (or reasonably obtainable from the proposed Transferee) Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay its written consent to any assignment or subletting of the Premises, provided that no Event of Default has occurred and is then continuing. In the case of any proposed Transfer (i) assign this Lease other than to a Related Entity, a Successor or a Qualified Business Group Holder or (ii) sublet the Premises or any part thereof to other than a Related Entity, a Successor or a Qualified Business Group Holder, then Tenant shall give Landlord notice Permitted Transfer) covering greater than seventy five percent (each, a “Transfer Notice”75%) of the Premises for the remainder or substantially the remainder of the Term, Landlord shall have the option (but not the obligation) to recapture the portion of the Premises that Tenant proposes to Transfer for the term it has proposed, effective upon the date of the proposed Transfer and continuing for the proposed term thereof, by giving Tenant notice of such intentrecapture within thirty (30) days following receipt of Tenant’s consent request. Each Any denial of consent to the proposed Transfer Notice shall be accompanied by (i) a statement setting forth in writing and describe in reasonable detail the identity grounds sufficient for such denial of consent hereunder. Landlord shall not be entitled to deny such consent based on the applicable rental terms of such Transfer or the fact, if applicable, that the proposed Transferee may then be an existing tenant or prospect for space in the Building, provided that it shall not be deemed unreasonable for Landlord to deny consent for the following reasons: (i) the business of the proposed assignee Transferee or sublessee, the nature of its business and its proposed use of the Premises and is inconsistent with the Permitted Uses; (ii) the net worth and financial condition of any proposed assignee or subtenant of one full floor or more of the Premises (or of the RSF equivalent of such full floor) is not reasonably satisfactory to Landlord, taking into account the then remaining obligations under this Lease (in the case of an assignment) or under the sublease (in the case of a proposed assignment, current financial information with respect to the proposed assignee. Landlordsublease) and Tenant’s consent to any such proposed assignment or to any such proposed sublease shall not be unreasonably withheld, conditioned or delayed, provided that (a) in the case of a proposed assignment, the proposed assignee shall have the financial ability to perform the obligations of Tenant under this Lease (it being agreed that any entity that has a tangible then net worth equal to or greater than $50,000,000.00 and a minimum net income financial condition; (iii) any Event of $10,000,000 for each of the three Default shall then exist, (3) previous years shall be deemed to have the financial ability to perform the obligations of Tenant under this Lease, both as evidenced by financial statements prepared by certified public accountants. Net worth shall be calculated as of the last day of the proposed assignee’s then most recently completed fiscal year, using sound accounting principles. (biv) the Transferee’s proposed assignee or subtenant is of a character comparable to (or better than) that of other warehouse and/or office tenants in the area of the Premises, as determined by objective criteria; (c) the intended particular use of the Premises by for the Permitted Use is reasonably incompatible with a first-class mixed-use multi-tenant laboratory/office building (e.g., a governmental agency or a non-profit organization), taking into account the existing tenants and use mix at the Building (provided that this clause (iv) shall not preclude a Permitted Vivarium Facility in compliance with Section 9.3(b)), or the Transferee’s business reputation is reasonably unsatisfactory to Landlord (e.g., a current or recent criminal conviction or indictment), or the Transferee’s proposed assignee or subtenant (A) is permitted by the first sentence of Section 6.01 above and (B) is no more likely to occupancy would result in environmental contamination at the Premises than Tenant’s a use of any portion of the Premises at that is open to the time general public on a walk-in basis, (v) the Transferee (or any Related Entity of such Transferee) is insolvent or has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee or its Related Entity, or (vi) the Transfer in question would result in a violation of the assignment Project Documents, any Applicable Legal Requirement (including without limitation any Legal Requirement governing contracts or subletting in question. (d) in the case of a proposed assignment, such assignment will not violate the agreements with so-called “Party-In-Interest Rulesprohibited persons” under ERISAthe laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended), or any leasing restriction imposed under other leases in the Building. (b) Landlord shall approve or disapprove a proposed sublease or a proposed assignment described in any Transfer Notice within 10 business days after Landlord’s receipt of such Transfer Notice and the information required pursuant to the provisions of Section 11.03(a) above. If Landlord fails to approve or disapprove a proposed sublease or assignment within such 10 business day period, then such proposed sublease or assignment shall be deemed disapproved; provided, however, if following such 10 business day period with no response from Landlord Tenant re-sends the Transfer Notice to Landlord, then, and in such event, if Landlord fails to approve or disapprove the proposed sublease or assignment within 10 business days after Landlord’s receipt of such re-sent Transfer Notice such proposed sublease or assignment shall be deemed approved.

CONSENT PROCEDURES. Tenant’s request for Landlord’s consent to any Transfer for which Landlord’s consent is required under this Article 13 shall be made at least thirty (a30) If days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent, construction, and security deposit), and Tenant desires shall also provide any other information in Tenant’s possession (or reasonably obtainable from the proposed Transferee) Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than twenty (20) days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable). It shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) assign this Lease other than to a Related Entity, a Successor or a Qualified Business Group Holder or (ii) sublet the Premises or any part thereof to other than a Related Entity, a Successor or a Qualified Business Group Holder, then Tenant shall give Landlord notice (each, a “Transfer Notice”) of such intent. Each Transfer Notice shall be accompanied by (i) a statement setting forth in reasonable detail the identity business of the proposed assignee Transferee or sublessee, the nature of its business and its proposed use of the Premises and are inconsistent with the Permitted Uses; (ii) the net worth and financial condition of any proposed assignee or subtenant of a substantial portion of the Premises is not reasonably satisfactory to Landlord, taking into account the then remaining obligations under this Lease (in the case of an assignment) or under the sublease (in the case of a proposed assignment, current financial information with respect to the proposed assignee. Landlordsublease) and Tenant’s consent to any such proposed assignment or to any such proposed sublease shall not be unreasonably withheld, conditioned or delayed, provided that (a) in the case of a proposed assignment, the proposed assignee shall have the financial ability to perform the obligations of Tenant under this Lease (it being agreed that any entity that has a tangible then net worth equal to or greater than $50,000,000.00 and a minimum net income financial condition; (iii) any Material Event of $10,000,000 for each of the three Default shall then exist, (3) previous years shall be deemed to have the financial ability to perform the obligations of Tenant under this Lease, both as evidenced by financial statements prepared by certified public accountants. Net worth shall be calculated as of the last day of the proposed assignee’s then most recently completed fiscal year, using sound accounting principles. (biv) the Transferee’s proposed assignee or subtenant is of a character comparable to (or better than) that of other warehouse and/or office tenants in the area of the Premises, as determined by objective criteria; (c) the intended particular use of the Premises by is reasonably incompatible with a first class suburban office building, taking into account the existing tenants and use mix at the Project, or the Transferee’s business reputation is reasonably unsatisfactory to Landlord (e.g., a current or recent criminal conviction or investigation), or the Transferee’s proposed assignee or subtenant (A) is permitted by the first sentence of Section 6.01 above and (B) is no more likely to occupancy would result in environmental contamination at the Premises than Tenant’s a use of the Premises at Building that is open to the time general public, (v) the Transferee or its affiliate has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee or affiliates, or (vi) the Transfer in question would result in a violation of the assignment Project Condominium Documents or subletting in question. (d) in the case of a proposed assignmentany Legal Requirement, such assignment will not violate the including without limitation any Legal Requirement governing contracts or agreements with so-called “Party-In-Interest Rulesprohibited persons” under ERISAthe laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended. (b) Landlord shall approve or disapprove a proposed sublease or a proposed assignment described in any Transfer Notice within 10 business days after Landlord’s receipt of such Transfer Notice and the information required pursuant to the provisions of Section 11.03(a) above. If Landlord fails to approve or disapprove a proposed sublease or assignment within such 10 business day period, then such proposed sublease or assignment shall be deemed disapproved; provided, however, if following such 10 business day period with no response from Landlord Tenant re-sends the Transfer Notice to Landlord, then, and in such event, if Landlord fails to approve or disapprove the proposed sublease or assignment within 10 business days after Landlord’s receipt of such re-sent Transfer Notice such proposed sublease or assignment shall be deemed approved.