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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actionuntil thirty (30) days after University shall have given Tenant written notice of Tenant’s failureto exercise its Extension Option. If Tenant does not exercise the Extension Option within therequisite time period after University’s foregoing notice, this Lease shall terminate at the later of(i) thirty (30) days after University’s notice, or (ii) the end of the stated Term. Tenant shall havethe right to exercise an Extension Option in part and from time to time in connection with parcelssubject to a sublease and delivery of a copy of such sublease to the University shall constitute anexercise of an Extension Option as to the parcel(s) described in the sublease and for the termprovided for in such sublease(s).2.3 Termination of Development Agreement. Notwithstanding the foregoing, in theevent that the Development Agreement expires or is terminated under any circumstances,University may terminate this Lease upon prior written notice to Tenant, subject to the terms ofSection 15.3 below.73. RENT, TAXES AND UTILITIES.3.1 Base Rent; Net Cash Flow Payments. Tenant shall pay to University, as base rent(“Base Rent”), a one-time payment of One Hundred Dollars ($100.00). Additionally,throughout the Term, Tenant shall remit to University, on an annual basis within one hundredtwenty (120) days after the end of Tenant’s fiscal year, payments of all Net Cash Flow (ashereinafter defined) received by Tenant pursuant to Section 9.1 below.3.2 Taxes. Tenant shall require the Subtenants (as hereinafter defined) to pay allgenerally imposed real and personal property taxes and all other generally imposed charges,assessments and taxes of every description, if any, levied on or assessed against the Premises,any personal property owned by Subtenants and located on or in the Premises, the leaseholdestate, or any subleasehold estate, to the full extent of installments assessed during the Term.University shall cooperate and use commercially reasonable efforts to assist with obtaining anyincentives, exemptions or credits as may be available with regard to any of the aforementionedtaxes.3.3 Utilities. Tenant shall pay or cause to be paid all charges for water, heat, gaselectricity, cable, data, telecommunications, trash disposal, sewers and any and all other utilitiesused on the Premises throughout the Term, including without limitation, any connection andservicing fees, permit fees, inspection fees, and fees to reserve utilities capacity.4. USE OF PREMISES.4.1 Permitted Use. The Premises shall be used solely for the construction, operationand ownership of Projects, consisting of offices, research laboratories, and other facilities forresearch or other professional services, along with such other uses as may be related or incidentalthereto, subject to the terms, conditions and restrictions set forth in the Development Agreement,so long as it remains in full force and effect, and the Development Standards (as defined inSection 5.1 below). During the Term, no other use shall be made of the Premises without theprior written approval of University.4.2 Compliance with Laws. Tenant, and its assignees and subtenants, shall at alltimes comply with all local, state, and federal rules, laws, ordinances and regulations including,8088569.13 4167
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actionwithout limitation, the Americans with Disability Act, 42 U.S.C. 2101, et seq., and allEnvironmental Laws (as hereinafter defined), applicable to the Premises and the use andoccupation thereof.4.3 Prohibited Uses. Notwithstanding anything herein to the contrary, the Premisesshall not be used for any of the following purposes at any time during the Term: (a) anymanufacturing (except for such manufacturing that is otherwise incidental to a permissible use,including prototype development or assembly of high technology products related to on-siteresearch and development activities), industrial or warehouse (except for storage incidental to theoperation of any otherwise permissible use) facilities or operations; or (b) any retail use, exceptas incidental to any otherwise permissible use (e.g., operation of cafés or coffee shops, day carecenters or training institutes for the use of Project tenants).75. CONSTRUCTION OF PROJECTS.5.1 Plans, Specifications and Other Requirements. The Projects shall be constructedon the Premises consistent with such plans, specifications, schedule and other requirements setforth in the Development Agreement, so long as it remains in full force and effect. Further, anyProjects constructed on the Premises shall comply with The University of Tennessee’s CherokeeFarm Development Standards, as the same may be modified from time to time (the“Development Standards”).5.2 Reversion of Projects. On the Expiration Date, as may be extended pursuant toSection 2.2, any Projects shall be surrendered to and become University’s property, owned byUniversity in fee simple, free and clear of all claims by Tenant or any third person, subject to theterms of Section 15.3, and all liens, security interests and encumbrances, other than the PermittedEncumbrances and any other encumbrances or liens created in accordance with this Agreementor otherwise expressly agreed to by University in writing.5.3 Contractor Bonds and Insurance. Tenant shall require any contractor orsubcontractor engaged for the construction of Projects on the Premises (each, a “Contractor”) tocomply with the bonding and insurance requirements described in the Development Agreement,or as may be prescribed by University.6. ENCUMBRANCES.6.1 No Encumbrances by Tenant on Fee. Tenant shall not, at any time, encumber thefee simple title to the Premises.6.2 Rights of University. University may sell, lease or transfer its fee interest in thePremises without Tenant’s consent; provided, however, that the sale, lease or transfer shall bemade expressly subject to the terms of this Lease. University may prepare, execute and record adeclaration of easements, covenants and restrictions or other instrument, encumbering theLeasable Property (or a portion thereof) and governing the use and development thereof;provided, however, that any such instrument shall be subject to the terms of this Lease and anySubleases.6.3 Leasehold/Construction Financing.8088569.13 5168
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