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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - ActionNOW, THEREFORE, in consideration of the foregoing, the mutual agreement of GroundLessor, Landlord and Tenant to the terms and conditions of this Agreement and other good andvaluable consideration, Ground Lessor, Landlord and Tenant agree as follows:1. Ground Lessor hereby consents to and approves of the Lease and all of the rightsand privileges granted to Tenant thereunder and agrees that, for and during the term of the Leaseand any extensions thereof as provided in the Lease, Ground Lessor shall not take any action,directly or indirectly, to disturb or otherwise affect Tenant’s occupancy or possession of thePremises, and/or any other rights and privileges of Tenant with respect to the Premises and theLand as set forth in the Lease, so long as Tenant is not in default under the Lease beyond anyapplicable notice and cure period provided therein of such a nature as would permit Landlord toterminate the Lease, nor shall Tenant’s exercise of any rights or privileges under the Leaseconstitute a default under the Ground Lease.72. In the event Landlord shall default in the payment of any sum or performance ofany covenant or condition of the Ground Lease which results in the termination of the GroundLease or of Landlord’s right of possession to the Premises or any portion of the Land, or in theevent of any termination of the Ground Lease for any reason whatsoever prior to the expirationof the term of the Lease and any extensions thereof as provided in the Lease or if Ground Lessorshall come into possession of all or any part of the Premises described in the Lease prior to theexpiration of the term of the Lease and any extensions thereof as provided in the Lease, thenGround Lessor, Landlord and Tenant do hereby agree that (a) Tenant shall not be made a party toany proceeding relating to any default under the Ground Lease or the termination of the GroundLease or Landlord’s right of possession to any portion of the Land, and (b) the Lease and, exceptas provided in Paragraph 3 below, all terms, provisions, covenants and agreements of the Lease,shall survive any such default in or termination of the Ground Lease, and the Lease and Tenant’srights of occupancy and possession of the Premises, and/or any other rights and privileges ofTenant with respect to the Premises and the Land, shall not be disturbed and shall continue in fullforce and effect in accordance with and subject to all of the terms, provisions, agreements andcovenants of the Lease which shall thereafter operate as a direct lease with Ground Lessor, aslandlord, and Tenant, as tenant. Tenant agrees, in such event, to attorn to Ground Lessor and torecognize Ground Lessor as the Landlord under the Lease. Subject to Paragraph 3 below, GroundLessor shall recognize Tenant as tenant of the Premises for the balance of the term of the Lease,as extended, and Ground Lessor shall, in such event, exercise and undertake all of the rights,obligations and duties of Landlord in and under said Lease and thereafter shall be entitled tocollect all rents and payments due and payable under said Lease.3. Notwithstanding anything contained in Paragraph 2 above to the contrary, GroundLessor shall not:(a) be liable in any way or to any extent to Tenant under the Lease (i) for any past actor default on the part of Landlord, (ii) for any prepayment of rent, security deposits, or any othersums deposited with Landlord under the Lease and not delivered to Ground Lessor, (iii) for anyfinancial obligations of Landlord under the Lease, or (iv) for any indemnification obligations ofLandlord under the Lease, or8088569.13 C-2189
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Action(b) be bound by any amendments or modifications of the Lease made without GroundLessor’s prior written consent.4. For and during the term of the Lease, Ground Lessor agrees that, prior toterminating the Ground Lease or taking any proceedings to enforce any such termination thereoffor any reason other than the expiration of the term of the Ground Lease as provided therein,Ground Lessor shall deliver written notice to Tenant at least thirty (30) days prior to the effectivedate of such termination or the taking of any proceedings, specifying the reason for suchtermination or proceedings. Any notices given to another party under this Agreement shall be inwriting, and shall be deemed to be given if sent by registered or certified mail, postage prepaid,return receipt requested, or by overnight courier service providing for delivery upon receipt, andaddressed to the address of such party as referenced in the first paragraph of this Agreement,until such time that such party provides each of the other parties with written notice of someother address for the delivery of notice.75. Subject to the terms and conditions of Paragraph 3 above, no provision containedin this Agreement shall be deemed an amendment or modification of any provisions contained inthe Lease, including, without limiting the generality of the foregoing, any rights given thereunderto Tenant to terminate the Lease.6. No amendment or modification of this Agreement shall be valid or binding unlessin writing, executed by the party or parties to be bound thereby.7. This Agreement shall be binding upon and shall inure to the benefit of the partieshereto, and their successors and assigns.8. This Agreement may be executed in one or more counterparts, each of whichwhen exchanged shall be considered an original document.9. Ground Lessor does hereby warrant and represent to Tenant that Ground Lessor isthe sole owner and holder of fee simple interest in the Land, that the Ground Lease is in fullforce and effect as of the date hereof, that the term of the Ground Lease as heretoforecommenced and that there are no defaults by either party thereunder.[Exhibit Only – Not for Execution]8088569.13 C-3190
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