TENANT PAYS BASE RENT AND, IN THE CASE OF ANY OTHER CONSIDERATION,
WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT THEREOF BY TENANT; OR (III) TO
REFUSE, IN LANDLORD'S REASONABLE DISCRETION, TO CONSENT TO TENANT'S ASSIGNMENT
OR SUBLEASING OF SUCH SPACE AND TO CONTINUE THIS LEASE IN FULL FORCE AND EFFECT
AS TO THE ENTIRE PREMISES.
THE PARTIES AGREE THAT LANDLORD MAY REASONABLY
REFUSE TO CONSENT TO AN ASSIGNMENT OR SUBLETTING IF THE PROPOSED ASSIGNEE OR
SUBTENANT IS NOT CONSISTENT WITH THE STANDARDS OF A HIGH QUALITY OFFICE AND
LABORATORY BUILDING OR THAT WILL IMPOSE AN EXCESSIVE DEMAND ON OR USE OF THE
FACILITIES OR SERVICES OF THE BUILDING, IS A CURRENT TENANT OR SUBTENANT OF THE
PROJECT OR IS A PROSPECTIVE TENANT TO WHOM LANDLORD HAS OFFERED TO LEASE SPACE
IN THE PROJECT; PROVIDED, HOWEVER, THAT THE FOREGOING ARE MERELY EXAMPLES OF
REASONS FOR WHICH LANDLORD MAY WITHHOLD ITS APPROVAL AND SHALL NOT BE DEEMED
EXCLUSIVE OF ANY PERMITTED REASONS FOR REASONABLY WITHHOLDING APPROVAL, WHETHER
SIMILAR OR DISSIMILAR TO THE FOREGOING EXAMPLES.
IT SHALL ALSO BE REASONABLE
FOR LANDLORD TO REFUSE TO CONSENT TO ANY ASSIGNMENT OR SUBLETTING IF (I) AN
EVENT OF DEFAULT BY TENANT THEN EXISTS UNDER THIS LEASE, OR (II) SUCH ASSIGNMENT
OR SUBLETTING WOULD CAUSE A DEFAULT UNDER ANOTHER LEASE IN THE BUILDING OR UNDER
ANY ENCUMBRANCE, OR (III) ANY PORTION OF THE BUILDING OR PREMISES
9
WOULD LIKELY BECOME SUBJECT TO ADDITIONAL OR DIFFERENT LAWS AS A CONSEQUENCE OF
THE PROPOSED ASSIGNMENT OR SUBLETTING.
WHETHER OR NOT LANDLORD APPROVES OF A
PROPOSED ASSIGNMENT OR SUBLET, TENANT AGREES TO REIMBURSE LANDLORD AS ADDITIONAL
RENT FOR REASONABLE AND CUSTOMARY LEGAL FEES, A REASONABLE ADMINISTRATIVE FEE
AND ANY OTHER REASONABLE COSTS INCURRED BY LANDLORD IN CONNECTION WITH ANY
PROPOSED ASSIGNMENT OR SUBLETTING.
TENANT SHALL DELIVER TO LANDLORD COPIES OF
ALL DOCUMENTS EXECUTED IN CONNECTION WITH ANY PERMITTED ASSIGNMENT OR
SUBLETTING, WHICH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO LANDLORD AND WHICH SHALL REQUIRE ANY ASSIGNEE TO ASSUME
PERFORMANCE OF ALL TERMS OF THIS LEASE TO BE PERFORMED BY TENANT OR ANY
SUBTENANT TO COMPLY WITH ALL THE TERMS OF THIS LEASE TO BE PERFORMED BY TENANT.
NO ACCEPTANCE BY LANDLORD OF ANY RENT OR ANY OTHER SUM OF MONEY FROM ANY
ASSIGNEE, SUBLESSEE OR OTHER CATEGORY OF TRANSFEREE SHALL BE DEEMED TO
CONSTITUTE LANDLORD'S CONSENT TO ANY ASSIGNMENT, SUBLEASE, OR TRANSFER.
Unless otherwise agreed to in writing by Landlord, no such assignment or
sublease shall release Tenant from any of its obligations under this Lease.
SECTION 8.5
A.
TENANT ACKNOWLEDGES THAT THIS LEASE IS A LEASE OF
NONRESIDENTIAL REAL PROPERTY AND THEREFORE AGREES THAT TENANT, AS THE DEBTOR IN
POSSESSION, OR THE TRUSTEE FOR TENANT (COLLECTIVELY THE "TRUSTEE") IN ANY
PROCEEDING UNDER TITLE 11 OF THE UNITED STATE BANKRUPTCY CODE RELATING TO
BANKRUPTCY, AS AMENDED (THE "BANKRUPTCY CODE"), SHALL NOT SEEK OR REQUEST ANY
EXTENSION OF TIME TO ASSUME OR REJECT THIS LEASE OR TO PERFORM ANY OBLIGATIONS
OF THIS LEASE WHICH ARISE FROM