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

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 enter into any new lease or any material modification of any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease) that would be binding on Purchaser after Closing or grant any material consent or approval under any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease) which consent or approval must be requested in writing and delivered in writing in order to be effective without Purchaser’s prior written consent, which consent shall not 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 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 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 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 the execution thereof by Rxxxxx Street, LLC so long as the final forms of such documents contain no material adverse changes to any terms set forth in the drafts of the Microbia Documents that have been provided to the Purchaser.

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 enter into any new lease or any material modification of any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease) or lease that would be binding on Purchaser after Closing or grant any material consent or approval under any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease) or lease which consent or approval must be requested in writing and delivered in writing in order to be effective without Purchaser’s prior written consent, which consent shall not 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 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 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 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 the execution thereof by Rxxxxx Street, LLC so long as the final forms of such documents contain no material adverse changes to any terms set forth in the drafts of the Microbia Documents that have been provided to the Purchaser.

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 enter into any new lease Lease or any material modification of any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease) that would be binding on Purchaser after Closing or grant any material consent or approval under any Lease or lease (including the Rxxxxx Street Ground Lease and the Txxxxxx Ground Lease) which consent or approval must be requested in writing and delivered in writing in order to be effective without Purchaser’s prior written consent, which consent shall not 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 leaseLease, or to grant any consent under any Lease or leaseLease, to the extent that the same is required pursuant to the applicable terms of the Lease or leaseLease; 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, ’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 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 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 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 the execution thereof by Rxxxxx Street, LLC so long as the final forms of such documents contain no material adverse changes to any terms set forth in the drafts of the Microbia Documents that have been provided to the Purchaser.

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 enter into provide Purchaser with prompt notice of any new lease or Lease, any material modification of any Lease or lease (including and any Lease termination that occurs between the Rxxxxx Street Ground Lease date hereof and the Txxxxxx Ground Lease) that would be binding on commencement of the Restricted Period. Except for any transaction with any affiliate of Seller, Purchaser after Closing or grant shall have no right to approve any material consent or approval under any Lease or lease (including such activities before the Rxxxxx Street Ground Lease and commencement of the Txxxxxx Ground Lease) which consent or approval must be requested in writing and delivered in writing in order to be effective Restricted Period. During the Restricted Period, Seller shall not, without Purchaser’s prior written consent, which consent shall may be granted or withheld in Purchaser’s sole discretion, (w) enter into any Lease Transaction, (x) apply any security deposits held by Seller under a Lease, (y) consent to any assignment or sublease under a Lease (except to the extent that Seller, as landlord, does not be unreasonably withheld, conditioned have the right to withhold such consent) or delayed(z) exercise any recapture rights under a Lease; provided, however, that notwithstanding the foregoingforegoing provisions, Seller shall not be required to obtain Purchaser’s consent to to: (i) enter into any modification, renewal or extension of any Lease or leaseLease, or to grant any consent under any Lease or leaseLease, to the extent that the same is required pursuant to the applicable terms of the Lease or leaseLease; provided, further, that Purchaser may withhold its consent and (ii) exercise any recapture rights expressly provided for 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 CodeLease. When seeking such consent from Purchaser, Seller shall provide Purchaser with a description of the proposed transaction Lease Proposal Notice and, if Purchaser does not notify Seller in writing of its approval or disapproval within two five (25) Business Days, Purchaser shall be deemed to have consented to approved 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 Reimbursable 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 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 the execution thereof by Rxxxxx Street, LLC so long as the final forms of such documents contain no material adverse changes to any terms set forth in the drafts of the Microbia Documents that have been provided to the PurchaserExpenses.