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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actionafter demand. The rights conferred herein are cumulative and not in lieu of other rights whichTenant may have at law or in equity for defaults by University.8. MECHANIC’S LIENS.Tenant shall specify in any sublease or license of the Premises that (a) the sublessee,licensee or occupant shall not suffer, create or permit any mechanic’s liens or other liens to befiled against the fee of the Premises, nor against Tenant’s leasehold interest in the Premises, norany Projects on the Premises, by reason of any work, labor, services or materials supplied orclaimed to have been supplied to Tenant or anyone holding the Premises or any part thereofthrough or under Tenant, and (b) if any mechanic’s or laborer’s liens or materialman’s lien shallbe recorded against the Premises or the Projects, such sublessee, licensee or occupant shall causesuch lien to be removed or transferred to a bond pursuant to applicable law within sixty (60) daysof the filing of same.79. ASSIGNMENT AND SUBLEASE.9.1 Sublease; Net Cash Flow. Tenant will sublease portions of the Premises to thirdparties, and is authorized and directed to do so, and each sublease, license or other agreement ofoccupancy (each, a “Sublease”) is subject to the approval of University and to the applicableterms, conditions and restrictions set forth herein, in the Development Agreement and in theDevelopment Standards. Each Sublease shall prohibit any subsequent sublease, license,assignment or transfer of any kind without the approval of the University. Any considerationreceived by Tenant from its subtenants or licensees under any Sublease (collectively,“Subtenants”), in excess of actual, out-of-pocket expenses (excluding depreciation, depletion andamortization) incurred by Tenant in connection with the discharge of its duties hereunder andunder all Subleases (other than expenses reimbursed to Tenant as Reimbursable Expenses underthe Development Agreement) (“Expenses”), shall be referred to herein as “Net Cash Flow” andshall be paid to University as additional rent hereunder. Expenses shall include such reasonablecosts, expenses and charges (excluding depreciation, depletion and amortization) as Tenant mayincur in the ordinary course of business and shall be set forth with reasonable specificity anddelivered to University annually on the date that any payment of Net Cash Flow is due pursuant toSection 3.1 hereof. University shall have the right to inspect, at reasonable times and in areasonable manner, such of Tenant's books of account and records as pertain to and containinformation concerning the Expenses and Net Cash Flow to verify the amounts thereof. Suchinspection shall take place at Tenant's office upon at least ten (10) days prior written notice fromUniversity to Tenant.9.2 Non-Disturbance Agreement for Subtenants. Upon Tenant’s request, Universityshall execute, acknowledge and deliver to a Subtenant a Non-Disturbance Agreement (“NDA”)substantially in the form attached hereto as Exhibit “C”, within thirty (30) days following receiptof such written request. The form of NDA attached as Exhibit “C” can be modified uponapproval of the President of the University.9.3 Assignment. Except for (i) Leasehold Mortgages and/or (ii) an assignment toCherokee Farm Development Corporation, or any other wholly-owned subsidiary of Tenant8088569.13 8171
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Action(each a “Permitted Transferee”), Tenant shall not assign, convey or transfer its interest in thisLease or the leasehold estate created hereby.10. INSURANCE.10.1 Property Insurance. During the Term, Tenant shall cause, or shall require itsSubtenants to cause, the Premises, including all Projects located thereon and all contents andpersonalty located therein, to be insured (to the extent insurable) against loss or damage by theelements for the full insurable value thereof. With regard to the obligations of Tenant, Tenantagrees to self-insure and/or to provide assurance of insurance coverage in types and amountsrequired by state law, regulation and/or policy. All Subtenants shall:7(a) Obtain a policy or policies of insurance insuring the Premises in anamount equal to the replacement cost of the Projects, as well as claims for injuries topersons or damages to property which may arise from or in connection with the use andoccupancy of the Premises, designating University as an additional insured (subjecthowever to the rights of Leasehold Mortgagees as loss payees with respect to propertydamage); and(b) Maintain coverage at least as broad as including all major divisions ofcoverage, and be on a comprehensive basis including, but not limited to, premisesoperations, bodily injury and property damage.10.2 Liability Insurance. Tenant and its Subtenants shall maintain general liabilityinsurance with limits of said insurance to be no less than the exposure and limits of University’sliability under the Tennessee Claims Commission Act, T.C.A. Sections 9-8-301, et seq.,currently being three hundred thousand dollars ($300,000.00) per claimant and one milliondollars ($1,000,000.00) per occurrence, or as it may be from time to time amended and/orconstrued by the Claims Commission and the courts.10.3 Deductibles. Any deductibles or self-insured retentions must be declared to andapproved by University, such approval not be unreasonably withheld, conditioned or delayed.10.4 Other Requirements. The policies of insurance required hereunder (the “RequiredPolicies”) are to contain, or be endorsed to contain, the following provisions:General Liability:(1) University is to be covered as an insured as respects: liabilityarising out of the Premises occupied or used. Coverage shallcontain no special limitations on the scope of protection affordedto University.(2) The insurance coverage of the Required Policies shall be theprimary insurance as respects University. Any insurance or selfinsurancemaintained by University shall be excess and notcontributory to the insurance provided by the Required Policies.8088569.13 9172
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