Common use of Permitted Developments Clause in Contracts

Permitted Developments. (a) Lessor hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain undeveloped portions of the Site (such portions of the Site, the “Undeveloped Areas”). Notwithstanding Section 10.1(b), Lessee shall be permitted to develop the Undeveloped Areas for uses that are consistent with the use of the Facility permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under applicable zoning requirements and no Event of Default is continuing or will occur due to such development. At Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Undeveloped Area (any such ground lease for the Undeveloped Area or any portion thereof, a “Development Ground Lease”) and, upon execution thereof, such Undeveloped Area subject thereto shall no longer be subject to this Lease. The Development Ground Lease for any Undeveloped Area shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. Lessor and Lessee have entered into a fully financeable ground lease for the Parcel D Ground Leased Property. The Parcel D Ground Leased Property subject to the Parcel D Ground Lease is not subject to this Lease. Notwithstanding anything to the contrary herein: (i) whenever the Lessee elects to the purchase the Leased Property, or is otherwise required to purchase the Leased Property, (i) the Lessee shall correspondingly be required to purchase the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area subject to any Development Ground Lease then in effect, and (ii) upon Lessor’s or Administrative Agent’s receipt of the Purchase Amount, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to Lessee at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor; and (ii) whenever the Lessee elects to the sell the Leased Property pursuant to its exercise of the Sale Option, (i) the Lessee shall correspondingly be required to sell on behalf of Lessor the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area subject to any Development Ground Lease then in effect, and (ii) on the date upon which such sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to the relevant purchaser pursuant to the Sale Option at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor. (b) Lessor hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain developed portions of the Site described on Schedule B attached hereto (such portions of the Site, the “Permitted Developed Areas”). Notwithstanding section 10.1(b), Lessee shall be permitted to develop Permitted Developed Areas for uses that are consistent with the uses of the Leased Property permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under applicable zoning requirements, consistent with the existing use of the Facility and no Event of Default is continuing or will occur due to such development. So long as the Lessee has paid the Permitted Developed Area Release Payment to the Participants (or to the Administrative Agent for distribution to the Participants), at Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Permitted Developed Area and, upon execution thereof, such Permitted Developed Area subject thereto shall no longer be subject to this Lease. The ground lease shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. (c) Lessor hereby conditionally assigns to Lessee or its designee the right to receive ground lease rent and any and all condemnation awards under the Parcel D Ground Lease, under any Development Ground Lease and under any ground lease executed pursuant to 10.3(b) hereof. If Lessee receives written notice from Lessor or the Administrative Agent, the assignment under this clause (c) shall be (i) suspended during the continuance of an Event of Default (but shall be reinstated upon the cure of such Event of Default) and (ii) terminated upon (x) the exercise of any sale or foreclosure remedies by Lessor or Administrative Agent upon the occurrence and during the continuance of any Event of Default or (y) the termination of this Lease pursuant to Section 16.2. During any such suspension, Lessor is authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the Lessor. If Lessee exercises the Sale Option, then the assignment under this clause (c) shall terminate on the date upon which a sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, and, upon such termination, Lessor is authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the relevant purchaser pursuant to the Sale Option. To the extent permitted by law for applicable tax purposes, Lessor and Lessee acknowledge and agree that Lessee or its designee, as applicable, intends to disregard the amount of any ground lease rent received from Lessor pursuant to such assignment for U.S. income tax purposes. (d) Lessor acknowledges (and, by acceptance of any of the benefits of any Security Instrument, Administrative Agent and each Rent Assignee acknowledges) that (i) the Parcel D REA has been consented to by Lessor, (ii) the Liens of the Security Instruments and the right, interest and title of Lessor, Administrative Agent and the Rent Assignees in the Leased Property and other Collateral have been, and hereby are, subordinated to the rights of the Parcel D Ground Lease Lessee to the Leased Property granted pursuant to the Parcel D REA, and (iii) if Lessor, Administrative Agent or any Rent Assignee exercises any foreclosure, enforcement or other remedy available under any Security Instrument, none of Lessor, Administrative Agent or any Rent Assignee shall extinguish or otherwise impair the validity of the Parcel D REA with respect to the Parcel D Ground Lease Lessee’s interest or the Parcel D Ground Lease or any of the covenants running with the land described therein, which Parcel D REA and Parcel D Ground Lease shall thereafter continue in full force and effect with respect to the property encumbered by any Security Instrument.

Permitted Developments. (a) Lessor hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain undeveloped portions of the Site (such portions of the Site, the “Undeveloped Areas”). Notwithstanding Section 10.1(b), Lessee shall be permitted to develop the Undeveloped Areas for uses that are consistent with the use of the Facility permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under applicable zoning requirements and no Event of Default is continuing or will occur due to such development. At Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Undeveloped Area (any such ground lease for the Undeveloped Area or any portion thereof, a “Development Ground Lease”) and, upon execution thereof, such Undeveloped Area subject thereto shall no longer be subject to this Lease. The Development Ground Lease for any Undeveloped Area ground lease shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. Lessor and Lessee have entered into a fully financeable ground lease for the Parcel D Ground Leased Property. The Parcel D Ground Leased Property subject to the Parcel D Ground Lease is not subject to this Lease. Notwithstanding anything to the contrary herein: (i) whenever the Lessee elects to the purchase the Leased Property, or is otherwise required to purchase the Leased Property, (i) the Lessee shall correspondingly be required to purchase the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area subject to any Development Ground Lease then in effect, and (ii) upon Lessor’s or Administrative Agent’s receipt of the Purchase Amount, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to Lessee at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor; and (ii) whenever the Lessee elects to the sell the Leased Property pursuant to its exercise of the Sale Option, (i) the Lessee shall correspondingly be required to sell on behalf of Lessor the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area subject to any Development Ground Lease then in effect, and (ii) on the date upon which such sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to the relevant purchaser pursuant to the Sale Option at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor. (b) Lessor hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain developed portions of the Site described on Schedule B attached hereto (such portions of the Site, the “Permitted Developed Areas”). Notwithstanding section 10.1(b), Lessee shall be permitted to develop Permitted Developed Areas for uses that are consistent with the uses of the Leased Property permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under applicable zoning requirements, consistent with the existing use of the Facility and no Event of Default is continuing or will occur due to such development. So long as the Lessee has paid the Permitted Developed Area Release Payment to the Participants (or to the Administrative Agent for distribution to the Participants), at Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Permitted Developed Area and, upon execution thereof, such Permitted Developed Area subject thereto shall no longer be subject to this Lease. The ground lease shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. (c) Lessor hereby conditionally assigns to Lessee or its designee the right to receive ground lease rent and any and all condemnation awards under the Parcel D Ground Lease, under any Development Ground Lease and under any ground lease executed pursuant to Section 10.3(a) or 10.3(b) hereof. If Lessee receives written notice from Lessor or The assignment hereunder shall terminate upon the Administrative Agent, the assignment under this clause (c) shall be occurrence of (i) suspended during the continuance of an Event of Default (but shall be reinstated upon the cure of such Event of Default) and (ii) terminated upon (x) the exercise of any sale or foreclosure remedies by Lessor or Administrative Agent upon the occurrence and during the continuance of any Event of Default or (yii) the termination exercise by the Lessee of the Sale Option. If the assignment under this Lease pursuant to Section 16.2. During any such suspensionparagraph (c) is terminated, Lessor is authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the Lessor. If Lessee exercises the Sale Option, then the assignment under this clause (c) shall terminate on the date upon which a sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, and, upon such termination, Lessor is authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the relevant purchaser pursuant to the Sale Option. To the extent permitted by law for applicable tax purposes, Lessor and Lessee acknowledge and agree that Lessee or its designee, as applicable, intends to disregard the amount of any ground lease rent received from Lessor pursuant to such assignment for U.S. income tax purposes. (d) Lessor acknowledges (and, by acceptance of any of the benefits of any Security Instrument, Administrative Agent and each Rent Assignee acknowledges) that (i) the Parcel D REA has been consented to by Lessor, (ii) the Liens of the Security Instruments and the right, interest and title of Lessor, Administrative Agent and the Rent Assignees in the Leased Property and other Collateral have been, and hereby are, subordinated to the rights of the Parcel D Ground Lease Lessee to the Leased Property granted pursuant to the Parcel D REA, and (iii) if Lessor, Administrative Agent or any Rent Assignee exercises any foreclosure, enforcement or other remedy available under any Security Instrument, none of Lessor, Administrative Agent or any Rent Assignee shall extinguish or otherwise impair the validity of the Parcel D REA with respect to the Parcel D Ground Lease Lessee’s interest or the Parcel D Ground Lease or any of the covenants running with the land described therein, which Parcel D REA and Parcel D Ground Lease shall thereafter continue in full force and effect with respect to the property encumbered by any Security Instrument.

Permitted Developments. (a) Lessor hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain undeveloped portions of the Site (such portions of the Site, the “Undeveloped Areas”). Notwithstanding Section 10.1(b), Lessee shall be permitted to develop develop, the Undeveloped Areas for uses that are consistent with the use of the Facility permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under applicable zoning requirements and no Event of Default is continuing or will occur due to such development. At Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Undeveloped Area (any such ground lease for the Undeveloped Area or any portion thereof, a “Development Ground Lease”) and, upon execution thereof, such Undeveloped Area subject thereto shall no longer be subject to this Lease. The Development Ground Lease for any Undeveloped Area ground lease shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. Lessor and Lessee have entered into a fully financeable ground lease for the Parcel D Ground Leased Property. The Parcel D Ground Leased Property subject to the Parcel D Ground Lease is not subject to this Lease. Notwithstanding anything to the contrary herein: (i) whenever the Lessee elects to the purchase the Leased Property, or is otherwise required to purchase the Leased Property, (i) the Lessee shall correspondingly be required to purchase the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area subject to any Development Ground Lease then in effect, and (ii) upon Lessor’s or Administrative Agent’s receipt of the Purchase Amount, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to Lessee at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor; and (ii) whenever the Lessee elects to the sell the Leased Property pursuant to its exercise of the Sale Option, (i) the Lessee shall correspondingly be required to sell on behalf of Lessor the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and any Undeveloped Area subject to any Development Ground Lease then in effect, and (ii) on the date upon which such sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, Lessor shall transfer good and marketable fee title to the Parcel D Ground Leased Property subject to the Parcel D Ground Lease and the Undeveloped Areas subject to any Development Ground Lease, in each case, to the relevant purchaser pursuant to the Sale Option at Lessee’s sole cost and expense, free and clear of any and all liens caused or created by Lessor. (b) Lessor hereby acknowledges receipt of the existing development plans described on Schedule A attached hereto with respect to certain developed portions of the Site described on Schedule B attached hereto (such portions of the Site, the “Permitted Developed Areas”). Notwithstanding section 10.1(b), Lessee shall be permitted to develop Permitted Developed Areas for uses that are consistent with the uses of the Leased Property permitted hereunder (including, without limitation, wet labs, dry labs and specialty labs, as well as uses appurtenant thereto, including, without limitation, amenities relating thereto such as cafeteria, restaurant, child care, fitness centers and warehouse and storage facilities and parking) and otherwise in a manner in compliance in all material respects with Applicable Laws, and without the consent of Lessor, the Administrative Agent or any of the Participants, so long as the development is permitted under applicable zoning requirements, consistent with the existing use of the Facility and no Event of Default is continuing or will occur due to such development. So long as the Lessee has paid the Permitted Developed Area Release Payment to the Participants (or to the Administrative Agent for distribution to the Participants), at Lessee’s request, Lessor shall enter into a fully financeable ground lease (with nondisturbance and recognition and other customary lender protections) in form and substance reasonably satisfactory to Lessee and Lessor for the Permitted Developed Area and, upon execution thereof, such Permitted Developed Area subject thereto shall no longer be subject to this Lease. The ground lease shall be triple net and have fair market rent payable thereunder and shall be for a 99-year term. (c) Lessor hereby conditionally assigns to Lessee or its designee the right to receive ground lease rent and any and all condemnation awards under the Parcel D Ground Lease, under any Development Ground Lease and under any ground lease executed pursuant to Section 10.3(a) or 10.3(b) hereof. If Lessee receives written notice from Lessor or The assignment hereunder shall terminate upon the Administrative Agent, the assignment under this clause (c) shall be occurrence of (i) suspended during the continuance of an Event of Default (but shall be reinstated upon the cure of such Event of Default) and (ii) terminated upon (x) the exercise of any sale or foreclosure remedies by Lessor or Administrative Agent upon the occurrence and during the continuance of any Event of Default or (yii) the termination exercise by the Lessee of the Sale Option. If the assignment under this Lease pursuant to Section 16.2. During any such suspensionparagraph (c) is terminated, Lessor is authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the Lessor. If Lessee exercises the Sale Option, then the assignment under this clause (c) shall terminate on the date upon which a sale and transfer of the Leased Property is consummated in accordance with Articles XX and XXI, and, upon such termination, Lessor is authorized to notify the party paying the ground lease rent that all such ground lease rent shall be payable to the relevant purchaser pursuant to the Sale Option. To the extent permitted by law for applicable tax purposes, Lessor and Lessee acknowledge and agree that Lessee or its designee, as applicable, intends to disregard the amount of any ground lease rent received from Lessor pursuant to such assignment for U.S. income tax purposes. (d) Lessor acknowledges (and, by acceptance of any of the benefits of any Security Instrument, Administrative Agent and each Rent Assignee acknowledges) that (i) the Parcel D REA has been consented to by Lessor, (ii) the Liens of the Security Instruments and the right, interest and title of Lessor, Administrative Agent and the Rent Assignees in the Leased Property and other Collateral have been, and hereby are, subordinated to the rights of the Parcel D Ground Lease Lessee to the Leased Property granted pursuant to the Parcel D REA, and (iii) if Lessor, Administrative Agent or any Rent Assignee exercises any foreclosure, enforcement or other remedy available under any Security Instrument, none of Lessor, Administrative Agent or any Rent Assignee shall extinguish or otherwise impair the validity of the Parcel D REA with respect to the Parcel D Ground Lease Lessee’s interest or the Parcel D Ground Lease or any of the covenants running with the land described therein, which Parcel D REA and Parcel D Ground Lease shall thereafter continue in full force and effect with respect to the property encumbered by any Security Instrument.