Common use of Leasing Other Activities Prior to Closing Clause in Contracts

Leasing Other Activities Prior to Closing. (a) Seller shall not, commencing on the date of execution of this Agreement, enter into any new leases or modifications, renewals, extensions or terminations of the Lease (except any renewal or extension required as of right by the Tenant under any Lease), or consent to any sublease under or assignment of any Lease, in each case, without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. Seller represents that no leasing commissions will be due or are currently owing with respect to any lease or with respect to any lease renewals or extensions that can be entered into as of right by any Tenant. (b) Seller shall not, commencing on the date of execution of this Agreement, enter into any new service contracts for the Property or modifications, renewals, extensions or terminations of any existing service contracts that would materially affect the Property after Closing, without the written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (c) At all times prior to Closing, Seller shall continue to (i) conduct business with respect to the Property in the same manner in which said business has been heretofore conducted and (ii) insure the Property substantially as it is currently insured. Seller represents that the Property is currently insured for at least its replacement value. (d) At all times prior to Closing, Seller shall not consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property.

Leasing Other Activities Prior to Closing. (a) Seller shall notprovide Purchaser with prompt, commencing on written notice of any Lease Transaction that occurs between the date Effective Date and the commencement of execution the Restricted Period. Except for any transaction with any affiliate of this AgreementSeller, Purchaser shall have no right to approve any Lease Transactions before the commencement of the Restricted Period. During the Restricted Period, Seller shall not enter into any new leases Lease Transaction without Purchaser’s prior written consent, which consent may be given or modificationswithheld in Purchaser’s sole discretion; provided, renewalshowever, extensions or terminations of that notwithstanding the Lease foregoing provisions: (except i) Seller shall not be required to obtain Purchaser’s consent to: enter into any renewal modification, renewal, or extension required as of right by the Tenant under any Lease), or consent to any sublease under or assignment of any Lease, if the applicable Lease does not call for any discretionary action on the part of Seller with respect thereto; and (ii) in connection with any matter with respect to which, under the applicable Lease, Seller may not unreasonably withhold its consent or approval, Purchaser shall be bound by the same standard. When seeking such consent from Purchaser, Seller shall provide Purchaser with a Lease Proposal Notice and, if Purchaser does not notify Seller in writing of its approval or disapproval within five (5) Business Days, Purchaser shall be deemed to have approved the transaction substantially on the terms described in such notice. (b) During the Restricted Period, Seller shall not enter into any Material Contracts or amend any such Contracts, in each case, case without the prior written consent of Purchaser, in Purchaser’s sole discretion. If Purchaser does not notify Seller in writing of its consent or disapproval within five (5) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such consent not to be unreasonably withheldrequested action. If Purchaser disapproves any such request, conditioned or delayed. Seller represents that no leasing commissions will be due or are currently owing with respect to any lease or with respect to any lease renewals or extensions that can be entered into as of right by any Tenant. (b) Seller then Purchaser’s written notice shall not, commencing on specify the date of execution of this Agreement, enter into any new service contracts reasons for the Property or modifications, renewals, extensions or terminations of any existing service contracts that would materially affect the Property after Closing, without the written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayedsuch disapproval. (c) At all times prior to Closing, Seller shall continue to operate and maintain the Property, and insure the Property, consistent in all material respects with its standards of operation and maintenance prevailing immediately prior to the Effective Date and during the Study Period. Seller does not, however, represent or agree that any particular Lease or Leases will remain in force or effect on the Closing Date or that the Tenants will have performed their obligations thereunder and the same is not a condition precedent to Purchaser’s obligations under this Agreement. In no event shall Seller have any obligation to make any capital improvements to the Property. (d) Seller may file and/or maintain and prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Appeal Proceeding”). Seller shall have the right to withdraw, settle or otherwise compromise Tax Appeal Proceedings affecting real estate taxes assessed against the Property (i) conduct business for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur, provided Purchaser shall have consented in advance in writing with respect thereto, which consent shall not be unreasonably withheld or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within ten (10) Business Days. The amount of any tax refunds (net of reasonable attorneys' fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Closing Date occurs shall be apportioned between Seller and Purchaser as of the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Closing Date occurs, then (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of reasonable attorneys' fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon receipt by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, the same shall be paid to Seller within thirty (30) days following receipt thereof. The provisions of this Section 6.6(d) shall survive the Closing. (e) While this Agreement is in effect, Seller shall: (i) not sell the Property or enter into an agreement to sell the Property to any Person other than Purchaser and (ii) promptly give Purchaser a reasonably detailed written notice of: (1) any material fire, material flood or other material casualty with respect to the Property in the same manner in of which said business has been heretofore conducted Seller obtains actual knowledge; and (ii2) insure any condemnation proceeding affecting the Property substantially as it is currently insured. of which Seller represents that the Property is currently insured for at least its replacement valueobtains actual knowledge. (d) At all times prior to Closing, Seller shall not consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property.

Leasing Other Activities Prior to Closing. (a) Seller shall notprovide Purchaser with prompt notice of any new Lease, commencing on any material modification of any Lease and any Lease termination that occurs between the date hereof and the commencement of execution the Restricted Period. Except for any transaction with any affiliate of this AgreementSeller, Purchaser shall have no right to approve any such activities before the commencement of the Restricted Period. During the Restricted Period, Seller shall not enter into any new leases or modifications, renewals, extensions or terminations of the Lease (except any renewal or extension required as of right by the Tenant under any Lease), or consent to any sublease under or assignment of any Lease, in each case, Transaction without the Purchaser's prior written consent, which consent of Purchaser, such consent shall not to be unreasonably withheld, conditioned withheld or delayed. When seeking such consent from Purchaser, Seller represents that no leasing commissions will shall provide Purchaser with a Lease Proposal Notice and, if Purchaser does not notify Seller in writing of its approval or disapproval within three (3) Business Days, Purchaser shall be due or are currently owing with respect deemed to any lease or with respect to any lease renewals or extensions that can be entered into as of right by any Tenanthave approved the transaction described in such notice. If Purchaser disapproves such request, then Purchaser's written notice shall specify the reasons for such disapproval. If the Closing occurs, Purchaser shall reimburse seller at Closing for all Reimbursable Lease Expenses. (b) During the Restricted Period, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new service service, management or leasing contracts for the Property or modifications, renewals, extensions renewals or terminations of any existing service contracts that would materially affect the Property after Closing, without the written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that Purchaser's consent shall not be required with respect to any contract that can be terminated without penalty on not more than thirty (30) days prior written notice. If Purchaser does not notify Seller in writing of its consent or disapproval within three (3) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any such request, then Purchaser's written notice shall specify the reasons for such disapproval. (c) At all times prior to Closing, Seller shall continue to (i) conduct business with respect to the Property substantially in the same manner in which said business has been heretofore conducted conducted, and (ii) insure the Property substantially as it is currently insured. Seller represents that the Property is currently insured for at least its replacement value. (d) At all times prior Commencing on the Effective Date, Purchaser shall be entitled to Closingrequest commercially reasonable subordination, non-disturbance and attornment agreements ("SNDAS") benefitting Purchaser's lender from each Major Tenant and from any other Tenants from whom Purchaser's lender requires an SNDA and Seller shall use reasonable efforts (at no cost or liability to Seller) to cooperate in Purchaser's efforts to obtain such SNDAs; provided, however, that the receipt of SNDAs shall not consent to, approve or otherwise take any action with respect be a condition of Purchaser's obligation to zoning or any other governmental rules or regulations presently applicable to all or any part of the Propertyclose.

Leasing Other Activities Prior to Closing. (a) After the Effective Date, except as set forth below with respect to the Microbia Documents, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new leases lease or modifications, renewals, extensions any material modification of any Lease or terminations of lease (including the Rxxxxx Street Ground Lease (except and the Txxxxxx Ground Lease) that would be binding on Purchaser after Closing or grant any renewal material consent or extension required as of right by the Tenant approval under any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease), ) which consent or consent approval must be requested in writing and delivered in writing in order to any sublease under or assignment of any Lease, in each case, be effective without the Purchaser’s prior written consent, which consent of Purchaser, such consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that notwithstanding the foregoing, Seller shall not be required to obtain Purchaser’s consent to enter into any modification, renewal or extension of any Lease or lease, or to grant any consent under any Lease or lease, to the extent that the same is required pursuant to the applicable terms of the Lease or lease; provided, further, that Purchaser may withhold its consent in its sole discretion if, assuming the Closing were to occur, any action could jeopardize BioMed Realty Trust, Inc.’s, a Maryland corporation (“Purchaser’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Code or cause the Purchaser’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code. When seeking such consent from Purchaser, Seller represents that no leasing commissions will shall provide Purchaser with a description of the proposed transaction and, if Purchaser does not notify Seller in writing of its disapproval within two (2) Business Days, Purchaser shall be due or are currently owing with respect deemed to have consented to the transaction described in such notice. If Purchaser disapproves such request, then Purchaser’s written notice shall specify in reasonable detail the reasons for such disapproval. If the Closing occurs, Purchaser shall reimburse Seller at Closing for all Lease Expenses related to any new Lease or material modification of an existing Lease. Purchaser acknowledges receipt of a draft Fourth Amendment to Lease for Microbia, Inc. dated as of January 7, 2007 for space at 300 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx and a draft Lease for Microbia, Inc. dated as of January 12, 2007 for space at 300 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (such amendment and lease or collectively being the “Microbia Documents”). Notwithstanding the provisions of this Section 6.4(a), Purchaser has approved such drafts of the Microbia Documents and Purchaser’s consent shall not be necessary in connection with respect the execution thereof by Rxxxxx Street, LLC so long as the final forms of such documents contain no material adverse changes to any lease renewals or extensions terms set forth in the drafts of the Microbia Documents that can be entered into as of right by any Tenanthave been provided to the Purchaser. (b) After the Effective Date, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new service agreements or contracts for with respect to the Property that would be binding on Purchaser or modifications, renewals, extensions or terminations material modifications of any such agreements or contracts, or any existing service contracts Major Line Item Contracts, Miscellaneous Consultant Agreements, Property Management Agreements, the Master Deed, the CER Declaration, the Environmental Insurance Policies, or Other Matters that would materially affect be binding on Purchaser after the Property Closing, or grant any material consent or approval under any of the Major Line Item Contracts which consent or approval must be requested in writing and delivered in writing in order to be effective that would be binding on Purchaser after Closing, without the written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Purchaser’s consent shall not be required with respect to any contract that is not binding on Purchaser or that can be terminated without penalty on not more than thirty (30) days prior written notice; provided, further, that Purchaser may withhold its consent in its sole discretion if, assuming the Closing were to occur, any action could jeopardize Purchaser’s REIT Entity’s status as a real estate investment trust within the meaning of Sections 856 through 860 of the Code or cause the Purchaser’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code. If Purchaser does not notify Seller in writing of its disapproval within two (2) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any such request, then Purchaser’s written notice shall specify in reasonable detail the reasons for such disapproval. Without limitation of the foregoing, change orders and/or approvals for additional architectural and engineering services approved under the Major Line Item Contracts (including those to implement Tenant improvements Seller as Landlord has agreed to implement under any Lease) shall be deemed non-material modifications of such contracts that do not require the approval of Purchaser to the extent the same are (x) reimbursable by Tenants under the Leases, (y) to be paid for out of a tenant improvement allowance for which a balance remains under a Lease or (z) not reimbursable by Tenants, but have a value of One Hundred Thousand Dollars ($100,000) or less in each instance and One Million Dollars ($1,000,000) or less in the aggregate. (c) At all times prior to Closing, Seller shall continue to (i) continue to conduct business with respect to the Property substantially in the same manner in which said business has been heretofore conducted and conducted, (ii) perform its obligations under the Leases and any contracts or other agreements affecting the Property (including, without limitation, the Major Line Item Contracts, the Miscellaneous Consultant Agreements, the Property Management Agreements, the Master Deed, the CER Declaration, the Environmental Insurance Policies and the Other Matters), (iii) continue to insure the Property substantially as it is currently insured, (iv) continue to pursue the development and construction of the Major Line Item Project in a diligent and prudent manner consistent with the Major Line Item Contracts, the Miscellaneous Consultant Agreements and the Other Matters, (v) not transfer any development rights under the Master Deed or the CER Declaration, and (vi) not take any action that would cause any of the Seller Representations to become inaccurate in any material respect or any of the covenants of Seller to be materially breached. Without limiting the generality of the foregoing, Seller represents that shall pay all accounts payable, and any debts or obligations owed by Seller relating to the Property when due (“when due,” “coming due” or like words means the time for payment set forth in any contract, or if no time is currently insured set forth then within thirty days (30) of the date when an invoice for at least its replacement valuepayment is received by Seller). (d) At all times prior to Closing, Seller shall not consent toremove from the Real Property any Construction Personal Property or other Personal Property used in connection with the operation of the Real Property (other than as is prudent in the ordinary course of operating the Property) unless it is replaced with a comparable item of equal quality and quantity as existed as of the time of such removal (but nothing herein shall be deemed to make Seller responsible for the acts of others at the Real Property). (e) Seller shall provide Purchaser with copies of all notices of default given under the Major Line Item Contracts. (f) No later than the Effective Date, approve Seller (i) shall remove the Property from the market and (ii) shall not actively solicit or otherwise take negotiate with any action other prospective purchasers of the Property; provided, however, that nothing herein shall in any way affect or apply to any dealings that Seller has had with others prior to the Effective Date. (g) Seller shall provide Purchaser with copies of all written notices under the Linbeck Contact or the Arrowstreet Agreement from, respectively, the Contractor and the Architect for the period after the Effective Date with respect to zoning the Rxxxxx Street Real Property or any other governmental rules or regulations presently applicable to all or any part the construction of the PropertyMajor Line Item Project. (h) Seller shall provide Purchaser with copies of all written notices under any agreement, contract or other document with respect to which a Certificate is required to be delivered pursuant to the terms of this Agreement for the period after the Effective Date.

Leasing Other Activities Prior to Closing. (a) Seller shall provide Purchaser with prompt notice of any new Lease, any material modification of any Lease and any Lease termination that occurs between the date hereof and the commencement of the Restricted Period. Except for any transaction with any affiliate of Seller, Purchaser shall have no right to approve any such activities before the commencement of the Restricted Period. During the Restricted Period, Seller shall not, commencing on the date of execution of this Agreementwithout Purchaser’s prior written consent, which consent may be granted or withheld in Purchaser’s sole discretion, (w) enter into any new leases Lease Transaction, (x) apply any security deposits held by Seller under a Lease, (y) consent to any assignment or modifications, renewals, extensions or terminations of the sublease under a Lease (except to the extent that Seller, as landlord, does not have the right to withhold such consent) or (z) exercise any recapture rights under a Lease; provided, however, that notwithstanding the foregoing provisions, Seller shall not be required to obtain Purchaser’s consent to: (i) enter into any modification, renewal or extension required as of right by the Tenant under any Lease), or consent to any sublease under or assignment of any Lease, or to grant any consent under any Lease, to the extent that the same is required pursuant to the applicable terms of the Lease; and (ii) exercise any recapture rights expressly provided for in each case, without the prior written any Lease. When seeking such consent of from Purchaser, Seller shall provide Purchaser with a Lease Proposal Notice and, if Purchaser does not notify Seller in writing of its approval or disapproval within five (5) Business Days, Purchaser shall be deemed to have approved the transaction described in such consent not to be unreasonably withheldnotice. If Purchaser disapproves such request, conditioned or delayedthen Purchaser’s written notice shall specify the reasons for such disapproval. If the Closing occurs, Purchaser shall reimburse Seller represents that no leasing commissions will be due or are currently owing with respect to any lease or with respect to any lease renewals or extensions that can be entered into as of right by any Tenantat Closing for all Reimbursable Lease Expenses. (b) During the Restricted Period, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new service service, management or leasing brokerage contracts for the Property or modifications, renewals, extensions renewals or terminations of any existing service contracts that would materially affect the Property be binding on Purchaser after Closing, without the written consent of Purchaser, which consent shall be granted or withheld in Purchaser’s sole discretion; provided, however, that Purchaser’s consent shall not be unreasonably withheldrequired with respect to any contract that can be terminated without penalty on not more than thirty (30) days prior written notice. If Purchaser does not notify Seller in writing of its consent or disapproval within five (5) Business Days after notice thereof from Seller, conditioned or delayedPurchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any such request, then Purchaser’s written notice shall specify the reasons for such disapproval. (c) At all times prior to Closing, Seller shall continue to (i) conduct business with respect to the Property substantially in the same manner in which said business has been heretofore conducted conducted, and (ii) insure the Property substantially as it is currently insured. Seller represents does not, however, represent or agree that any particular Lease or Leases will be in force or effect on the Closing Date or that the Property Tenants will have performed their obligations thereunder and the same is currently insured for at least its replacement valuenot a condition precedent to Purchaser’s obligations under this Agreement. (d) At all times prior to Closing, Seller shall not consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property.

Leasing Other Activities Prior to Closing. (a) After the Effective Date, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new leases Lease or modifications, renewals, extensions any material modification of any Lease or terminations of the Lease (except grant any renewal material consent or extension required as of right by the Tenant approval under any Lease), Lease which consent or consent approval must be requested in writing and delivered in writing in order to any sublease under or assignment of any Lease, in each case, be effective without the Purchaser’s prior written consent, which consent of Purchaser, such consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that notwithstanding the foregoing, Seller shall not be required to obtain Purchaser’s consent to enter into any modification, renewal or extension of any Lease, or to grant any consent under any Lease, to the extent that the same is required pursuant to the applicable terms of the Lease; provided, further, that Purchaser may withhold its consent in its sole discretion if, assuming the Closing were to occur, any action could jeopardize BioMed Realty Trust, Inc.’s a Maryland corporation (“Purchaser’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Code or cause the Purchaser’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code. When seeking such consent from Purchaser, Seller represents that no leasing commissions will shall provide Purchaser with a description of the proposed transaction and, if Purchaser does not notify Seller in writing of its disapproval within two (2) Business Days, Purchaser shall be due or are currently owing with respect deemed to have consented to the transaction described in such notice. If Purchaser disapproves such request, then Purchaser’s written notice shall specify in reasonable detail the reasons for such disapproval. If the Closing occurs, Purchaser shall reimburse Seller at Closing for all Lease Expenses related to any lease new Lease or with respect to any lease renewals or extensions that can be entered into as material modification of right by any Tenantan existing Lease. (b) After the Effective Date, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new service contracts for the Property Construction Agreements, Miscellaneous Consultant Agreements or modifications, renewals, extensions Other Matters or terminations material modifications of any existing service contracts Construction Agreements, Miscellaneous Consultant Agreements or Other Matters or grant any material consent or approval under any of the Construction Agreements which consent or approval must be requested in writing and delivered in writing in order to be effective that would materially affect the Property be binding on Purchaser after Closing, without the written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Purchaser’s consent shall not be required with respect to any contract that can be terminated without penalty on not more than thirty (30) days prior written notice; provided, further, that Purchaser may withhold its consent in its sole discretion if, assuming the Closing were to occur, any action could jeopardize Purchaser’s REIT Entity’s status as a real estate investment trust within the meaning of Sections 856 through 860 of the Code or cause the Purchaser’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code. If Purchaser does not notify Seller in writing of its disapproval within two (2) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any such request, then Purchaser’s written notice shall specify in reasonable detail the reasons for such disapproval. Without limitation of the foregoing, change orders and/or approvals for additional architectural and engineering services approved under the Construction Agreements (including those to implement Tenant improvements Seller as Landlord has agreed to implement under any Lease) shall be deemed non-material modifications of such contracts that do not require the approval of Purchaser to the extent the same are (x) reimbursable by Tenants under the Leases, (y) to be paid for out of a tenant improvement allowance for which a balance remains under a Lease or (z) not reimbursable by Tenants, but have a value of One Hundred Thousand Dollars ($100,000.00) or less in each instance and One Million Dollars ($1,000,000.00) or less in the aggregate. (c) At all times prior to Closing, Seller shall continue to (i) continue to conduct business with respect to the Property substantially in the same manner in which said business has been heretofore conducted and conducted, (ii) perform its obligations under the Leases and any contracts or other agreements affecting the Property (including, without limitation, the Construction Agreements, the Miscellaneous Consultant Agreements and the Other Matters, (iii) continue to insure the Property substantially as it is currently insured, (iv) continue to pursue the development and construction of the Project in a diligent and prudent manner consistent with the Construction Agreements, the Miscellaneous Consultant Agreements and the Other Matters and (v) not take any action that would cause any of the Seller Representations to become inaccurate in any material respect or any of the covenants of Seller to be materially breached. Without limiting the generality of the foregoing, Seller represents that shall pay all accounts payable, and any debts or obligations owed by Seller relating to the Property when due (“when due,” “coming due” or like words means the time for payment set forth in any contract, or if no time is currently insured set forth then within thirty days (30) of the date when an invoice for at least its replacement valuepayment is received by Seller). (d) At all times prior to Closing, Seller shall not consent toremove any Construction Personal Property from the Real Property (but nothing herein shall be deemed to make Seller responsible for the acts of others at the Real Property). (e) Seller shall provide Purchaser with copies of all notices of default given under the Construction Contracts. (f) No later than the Effective Date, approve Seller (i) shall remove the Property from the market and (ii) shall not actively solicit or otherwise take negotiate with any action other prospective purchasers of the Property; provided, however, that nothing herein shall in any way affect or apply to any dealings that Seller has had with others prior to the Effective Date. (g) CLSB II Assignor covenants and agrees to comply with the terms of the CLSB II Purchase Money Loan, not to amend or modify the CLSB II Loan Documents and not to grant any security interest or lien or transfer any other interest therein; provided, however, that CLSB II Assignor may amend the promissory note evidencing the CLSB II Purchase Money Loan in order to increase the principal amount thereunder, as such principal increase is further described in Schedule 7.2(e)(i). (h) Seller shall provide Purchaser with copies of all written notices under the Bxxxx Contact or the TKA Agreement from, respectively, the Contractor and the Architect for the period after the Effective Date with respect to zoning the Property or any other governmental rules or regulations presently applicable to all or any part the construction of the PropertyProject.

Leasing Other Activities Prior to Closing. (a) After the Effective Date, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new leases lease or modifications, renewals, extensions any material modification of any Lease or terminations of the Ground Lease (except or lease that would be binding on Purchaser after Closing or grant any renewal material consent or extension required as of right by the Tenant approval under any Lease), Lease or Ground Lease or lease which consent or approval must be requested in writing and delivered in writing in order to any sublease under or assignment of any Lease, in each case, be effective without the Purchaser’s prior written consent, which consent of Purchaser, such consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that notwithstanding the foregoing, Seller shall not be required to obtain Purchaser’s consent to enter into any modification, renewal or extension of any Lease or Ground Lease or lease, or to grant any consent under any Lease or Ground Lease or lease, to the extent that the same is required pursuant to the applicable terms of the Lease or Ground Lease or lease, as the case may be; provided, further, that Purchaser may withhold its consent in its sole discretion if, assuming the Closing were to occur, any action could jeopardize BioMed Realty Trust, Inc.’s, a Maryland corporation (“Purchaser’s REIT Entity”), status as a real estate investment trust within the meaning of Sections 856 through 860 of the Code or cause the Purchaser’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code. When seeking such consent from Purchaser, Seller represents that no leasing commissions will shall provide Purchaser with a description of the proposed transaction and, if Purchaser does not notify Seller in writing of its disapproval within two (2) Business Days, Purchaser shall be due or are currently owing with respect deemed to have consented to the transaction described in such notice. If Purchaser disapproves such request, then Purchaser’s written notice shall specify in reasonable detail the reasons for such disapproval. If the Closing occurs, Purchaser shall reimburse Seller at Closing for all Lease Expenses related to any lease new Lease or with respect to any lease renewals or extensions that can be entered into as material modification of right by any Tenantan existing Lease. (b) After the Effective Date, Seller shall not, commencing on the date of execution of this Agreement, not enter into any new service agreements or contracts for with respect to the Property that would be binding on Purchaser, or modifications, renewals, extensions or terminations material modifications of any such agreements or contracts or any existing service contracts Miscellaneous Consultant Agreements or Other Matters or grant any material consent or approval under any of the Miscellaneous Consultant Agreements or Other Matters which consent or approval must be requested in writing and delivered in writing in order to be effective that would materially affect the Property be binding on Purchaser after Closing, without the written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Purchaser’s consent shall not be required with respect to any contract that is not binding on Purchaser or that can be terminated without penalty on not more than thirty (30) days prior written notice; provided, further, that Purchaser may withhold its consent in its sole discretion if, assuming the Closing were to occur, any action could jeopardize Purchaser’s REIT Entity’s status as a real estate investment trust within the meaning of Sections 856 through 860 of the Code or cause the Purchaser’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code. If Purchaser does not notify Seller in writing of its disapproval within two (2) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any such request, then Purchaser’s written notice shall specify in reasonable detail the reasons for such disapproval. (c) At all times prior to Closing, Seller shall continue to (i) continue to conduct business with respect to the Property substantially in the same manner in which said business has been heretofore conducted and conducted, (ii) perform its obligations under the Leases, the Ground Leases and any contracts or other agreements affecting the Property (including, without limitation, the Miscellaneous Consultant Agreements and the Other Matters), (iii) continue to insure the Property substantially as it is currently insured, and (iv) not take any action that would cause any of the Seller Representations to become inaccurate in any material respect or any of the covenants of Seller to be materially breached. Seller represents that Without limiting the Property is currently insured for at least its replacement value. (d) At all times prior to Closinggenerality of the foregoing, Seller shall not consent topay all accounts payable, approve and any debts or otherwise take obligations owed by Seller relating to the Property when due (“when due,” “coming due” or like words means the time for payment set forth in any action with respect to zoning contract, or any other governmental rules or regulations presently applicable to all or any part if no time is set forth then within thirty days (30) of the Propertydate when an invoice for payment is received by Seller).