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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actiona. Right to Mortgage Leasehold Interest. Tenant and any Subtenants maypledge, convey or encumber by mortgage its leasehold interest in and to the Premises orany part thereof, together with its rights and interests in and to all Projects whether nowexisting or hereafter constructed or placed thereon, and assign this Lease or any interesttherein as collateral for any such mortgage or mortgages; provided, however, any and allsuch conveyances, mortgages, or assignments shall be subject to this Lease and shall notcreate a lien upon or be superior to University’s reversionary or fee interest in thePremises.b. Rights of Leasehold Mortgagee. If, from time to time, Tenant (or anySubtenants) shall encumber its leasehold interest with a Leasehold Mortgage (ashereinafter defined), and if the Leasehold Mortgagee (as hereinafter defined), registerswith University by delivering to University a copy of such recorded Leasehold Mortgage,together with written notice specifying the name, address and facsimile number of theLeasehold Mortgagee, University agrees that from and after the date of receipt byUniversity of such notice and for so long as such Leasehold Mortgage shall remainunsatisfied of record, the following provisions shall apply:7(i) Definitions. The term “Leasehold Mortgage” as used in thisLease shall include any encumbrance of Tenant’s (or a Subtenant’s) interest inthis Lease (or a Sublease) as security for an indebtedness Tenant may incur,whether by mortgage, deed of trust, or other security instrument. The term“Leasehold Mortgagee” shall mean and refer to the holder or holders of theindebtedness secured by any Leasehold Mortgage.(ii) Notices; Cure Rights. Within ten (10) days of any breach byTenant, University shall deliver to all Leasehold Mortgagees any notice requiredto be given to Tenant by University under this Lease. Any Leasehold Mortgageeshall have the right to enter upon the Premises for the purpose of remedying anysuch default. Such Leasehold Mortgagee may at its option at any time before therights of Tenant shall have been forfeited to University, or within the timepermitted for curing or commencing to cure defaults as herein provided, pay anyof the rents due, pay any other governmental charges, or insurance premiums,make any deposits, or do any other act or thing required of Tenant by the terms ofthis Lease, to prevent the forfeiture hereof.(iii) Limitation of Liability. A Leasehold Mortgagee shall not becomepersonally liable for any of Tenant’s obligations under this Lease or any Subleaseunless and until such mortgagee becomes the owner of the leasehold estate byforeclosure, assignment in lieu of foreclosure or otherwise, and thereafter suchmortgagee shall remain liable for such obligations only so long as it remains theowner of the leasehold estate.(iv) Assignment. If any such Leasehold Mortgage shall be foreclosedor the leasehold estate sold under any power contained therein, (A) the LeaseholdMortgagee or other purchaser at such foreclosure sale shall immediately succeedto all rights and obligations of Tenant or a Subtenant, as applicable, and (B) all8088569.13 6169
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actionright, title and interest of a Subtenant, may, without the further consent ofUniversity or Tenant, be assigned to and vested in the Leasehold Mortgagee, itsassignee or any purchaser at foreclosure, and that upon further assignment or saleby Leasehold Mortgagee, such Leasehold Mortgagee is released from all liabilityfor obligations as Tenant under this Lease.(v) Further Assurances. Further, subject to the foregoing, Universityagrees to execute any documents (in form and substance reasonably satisfactoryto University), including without limitation, Consents to Assignment of Leases,Landlord’s Agreements with Lender, Non-Disturbance Agreements and EstoppelCertificates, which may be reasonably required by any Leasehold Mortgagee toloan money to Tenant or to a Subtenant to construct the Projects and perfect asecurity interest by lender in Tenant’s or Subtenant’s (as the case may be)leasehold interest in the Premises.7c. Leasehold Mortgage Provisions in Subleases. Tenant shall have theauthority to enter into subleases that contain covenants consistent with this Section 6.3for the benefit of Subtenants and their lenders.7. MAINTENANCE.(a) Tenant agrees that it will, throughout the Term, maintain or cause to bemaintained the Premises, the Projects and appurtenances thereto and every part thereof, in goodorder, condition and repair, ordinary wear and tear excepted, free of health and safety hazards,and in accordance with all applicable laws, rules, ordinances, order and regulations of allgovernmental authorities.(b) University agrees that it will, throughout the Term, maintain the RetainedProperty and the Expansion Premises, including (i) maintaining the roadways, access drives,curb cuts and all other paved surfaces located thereon in a smooth and evenly covered condition,including, without limitation, making any necessary replacement of base, skin patch, resurfacing,restriping and resealing, and (ii) maintaining the grounds, lawns and landscaping located thereonin good and sightly condition. Notwithstanding the foregoing, it is contemplated that the cost ofmaintaining any such areas that are deemed “common areas” will be borne by Subtenants inproportion to the area subleased, as more particularly set forth in each respective Sublease.University will be responsible for all such costs of maintenance in excess of the amountscontributed by Subtenants.(c) If University fails to perform any of the foregoing obligations, and such failurecontinues for more than thirty (30) days after written notice by Tenant to University, Tenantmay, but shall not be obligated to, perform the obligation of University under this Lease thatUniversity has failed to perform. In the case of an emergency, Tenant shall have the right tomake such temporary, emergency repairs as may be reasonably necessary to prevent imminentdamage to the equipment, inventory or property of Tenant (or its Subtenants), or injury topersons, even if University otherwise bears the obligation to make such repairs under this Lease.The reasonable, documented cost of Tenant’s performance in order to cure a University default,or to carry out emergency repairs, shall be paid by University to Tenant within thirty (30) days8088569.13 7170
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