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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Action13. ENVIRONMENTAL.Tenant shall require that all Subtenants use the Premises in compliance with allapplicable local, state or federal environmental law, rule, regulation, statute, or ordinance,including, without limitation, the Comprehensive Environmental Response, Compensation, andLiability Act, 42, U.S.C. 9601, et seq. and the Resource Conservation and Recovery Act, 42U.S.C. 6901, et seq. (collectively, “Environmental Laws”).14. DEFAULTS AND REMEDIES.714.1 Event of Default.a. Default in Payment or Performance. Failure of Tenant to pay Base Rentor Net Cash Flow required to be paid by Tenant under this Lease when it shall become due andpayable, or failure of Tenant to observe and perform any of its other covenants, conditions oragreements under this Lease, and, in both cases, failure to cure within the applicable notice andcure period afforded to Tenant under subsection (b) below shall constitute an “Event ofDefault.”b. Notice and Right to Cure. If the default is monetary in nature, Tenantshall have twenty (20) days after receipt of written notice from University specifying the natureof the default to cure the default. As to any non-monetary default, Tenant shall have forty-five(45) days after receipt of written notice from University specifying the nature of a default to cureany alleged default; provided, however, that if, after exercise of due diligence and reasonableefforts to cure such default, Tenant is unable to do so within forty-five (45) days, the cure periodshall be extended for a reasonable time, so long as Tenant continues to diligently prosecute tocompletion the cure of the default. If University is provided with written notice of the identitiesand correct notice addresses of Subtenants and any Leasehold Mortgagees, Subtenants and theirLeasehold Mortgagees shall be copied on notices of default provided to Tenant and shall havethe right (but not the obligation) to cure any such default.14.2 Remedies. Upon an Event of Default, University may exercise any rights andremedies provided by law or equity, from time to time, to which University may resortcumulatively or in the alternative.14.3 University Self-Help. If Tenant shall default in the performance of any of itsobligations under this Lease, University, without thereby waiving such default, may (but shallnot be obligated to) perform the same for the account and at the expense of Tenant, withoutnotice, in a case of emergency, and in any other case only if such default continues after theexpiration of the applicable cure period, if any. Any reasonable expenses incurred by Universityin connection with any such performance, and all costs, expenses, and disbursements of everykind and nature whatsoever, including reasonable attorneys’ fees, related to same shall be dueand payable upon University’s submission of an invoice therefor.14.4 University Default. In the event of any default by University, Tenant shall bepermitted to exercise any remedy available at law or in equity, but prior to any such actionTenant will give University written notice specifying such default with particularity, andUniversity shall have a period of ninety (90) days following the date of such notice in which to8088569.13 12175
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actioncure the default (provided, however, that if such default reasonably requires more than ninety(90) days to cure, University shall have a reasonable time to cure such default, providedUniversity commences to cure within such ninety (90) day period and thereafter diligentlyprosecutes such cure to completion).15. TERMINATION AND SURRENDER.15.1 Surrender of Possession. On the Expiration Date, Tenant shall surrender toUniversity possession of the Premises and all Projects constructed and installed thereon, subjectto Section 16.3.715.2 Tenant’s Quitclaim. Subject to Section 15.3, on the Expiration Date, the Projectslocated on the Premises shall become the absolute property of University, and, upon University’srequest, Tenant agrees to execute, acknowledge and deliver to University a proper instrument inwriting, releasing and quitclaiming to University all right, title and interest of Tenant in and tothe Premises and all Projects thereon.15.3 Treatment of Subleases Following Expiration or Termination. In the event thatthe Term of this Lease expires, or this Lease is otherwise terminated under any circumstances,then University hereby agrees that (a) the Subleases shall survive any such termination of thisLease, and the Subleases and the Subtenants’ rights of occupancy and possession of portions ofthe Premises, and/or any other rights and privileges under the Subleases, shall not be disturbedand shall continue in full force and effect in accordance with and subject to all of the terms,provisions, agreements and covenants of the Subleases which shall thereafter operate as directleases with University, as landlord, in which event, all Subtenants shall attorn to University andrecognize University as the landlord under Subleases, and (b) the Subleases shall remain subjectto all of the terms, provisions, agreements and covenants of this Lease applicable to thesubleased portion of the Premises. Subject to terms of this paragraph, University shall recognizeSubtenants as Tenants of the portions of the Premises leased under the Subleases for the balanceof the term of the Subleases, and University shall, in such event, exercise and undertake all of therights, obligations and duties of Tenant in and under the Subleases, and thereafter shall beentitled to collect all rents and payments due and payable under said Subleases. Notwithstandinganything contained herein to the contrary, University shall not: (a) be liable in any way or to anyextent to Subtenants under Subleases (i) for any past act or default on the part of Tenant, (ii) forany prepayment of rent, security deposits, or any other sums deposited with Tenant under theSubleases and not delivered to University, (iii) for any financial obligations of Tenant under theSubleases, or (iv) for any indemnification obligations of Tenant under the Subleases, or (b) bebound by any amendments or modifications of the Subleases made without University’s priorwritten consent. Likewise, notwithstanding anything contained herein to the contrary, Subtenantshall not: (a) be liable in any way or to any extent for (i) any past act or default on the part ofTenant, or (ii) for any indemnification obligations of Tenant, or (b) have any greater oradditional duties beyond those set forth in its sublease.16. GENERAL PROVISIONS.16.1 Covenants Run With the Land. All of the provisions of this Lease shall bedeemed as running with the land.8088569.13 13176
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