Common use of Severance Leases Clause in Contracts

Severance Leases. This Lease shall be modified at Tenant's request at any time after Substantial Completion of the Initial Renovation Work by subtracting from the Premises a Severable Premises, in each case without Landlord’s prior consent, subject to the provisions of this Section 10.8 (a "Severance"), provided that a Severance that subtracts only the entire Upland Premises from the Premises may be undertaken prior to Substantial Completion of the Initial Renovation Work. Landlord shall not unreasonably withhold its consent to a Severance prior to Substantial Completion of the Initial Renovation Work in connection with a lease to an Anchor Tenant where the proposed Anchor Tenant desires to commence the build-out of its premises prior to, and on a parallel schedule with, Xxxxxx’s efforts to achieve Substantial Completion of the Initial Renovation Work. (a) A Severance shall not become effective until a lease for a Severable Premises (the "Severance Lease") has been executed. Should Severance occur prior to Substantial Completion of the Tenant Work, Tenant shall remain as tenant under both the Severance Lease and this Lease until such time as Substantial Completion of the Tenant Work occurs, whereupon Tenant may Transfer the Severance Lease in accordance with this Article 10. (b) The Severance Lease shall apportion Rental (including the Esplanade Payment) and maintenance obligations between the Severance Lease and this Lease on the basis of the fair market rental value of the premises under the Severance Lease in relation to the fair market rental value of the Premises, as such values are set forth in an appraisal to be conducted no more than six (6) months prior to Severance. The scope of said appraisal shall be prepared by Lease Administrator in accordance with its policies and reviewed and approved by Tenant, in its reasonable discretion. Such appraisal shall be conducted in the manner provided in Article 356 hereof. (c) If this Lease shall expire or otherwise terminate, the same shall not result in the expiration or termination of, or otherwise affect the Severance Lease. The expiration or other termination of the Severance Lease shall not result in the expiration or termination of, or otherwise affect, this Lease. (d) In the event that Tenant elects to create a Severance Lease, Landlord will reasonably cooperate with Tenant to implement such Severance Lease including, without limitation, by executing any necessary reciprocal easement and operating agreements and a recognition and subordination agreement in favor of the Person subleasing the space pursuant to such Severance Lease.

Severance Leases. This If Tenant has assigned a portion of the Project to a Permitted Transferee upon satisfaction of the terms and conditions set forth in Article 10 of this Lease, then at Tenant’s request, and at Tenant’s sole cost and expense, Landlord shall sever this Lease into (x) a lease demising separately the portion of the Premises on which a Building is to be constructed (the “Parcel Lease”), and (y) a lease for the balance of the Premises (the “Balance Lease”). The Severance Lease and the Balance Lease shall be modified at Tenant's request at any time after Substantial Completion executed and delivered simultaneously with the closing of a construction loan or other financing for the construction of the Initial Renovation Work by subtracting from Project located on the Premises a Severable Premises, in each case without Landlord’s prior consent, subject to premises demised under the provisions Parcel Lease. The Parcel Lease shall be on all of the terms and conditions of this Section 10.8 (a "Severance")Lease, provided that a Severance that subtracts only the entire Upland Premises from the Premises may be undertaken prior to Substantial Completion of the Initial Renovation Work. Landlord shall not unreasonably withhold its consent to a Severance prior to Substantial Completion of the Initial Renovation Work in connection with a lease to an Anchor Tenant where the proposed Anchor Tenant desires to commence the build-out of its premises prior tomutatis mutandis, and on a parallel schedule with, Xxxxxx’s efforts to achieve Substantial Completion of the Initial Renovation Work.shall also provide as follows: (a) A Severance Rental shall not become effective until be divided between the Parcel Lease and the Balance Lease in a lease for a Severable Premises (proportion as requested by Tenant, provided, however, in no event shall the "Severance Lease") has been executed. Should Severance occur prior Rental under the Parcel Lease be lesser in proportion to Substantial Completion the entire Rental hereunder than the proportion that the Floor Area of the Tenant Work, Tenant shall remain as tenant under both Project to be located on the Severance Parcel Lease and this Lease until such time as Substantial Completion of bears to the Tenant Work occurs, whereupon Tenant may Transfer Floor Area appurtenant to the Severance Lease in accordance with this Article 10entire Premises. (b) The Severance Parcel Lease and the Balance Lease shall apportion Rental (including the Esplanade Payment) and maintenance obligations between the Severance Lease and this Lease on the basis of the fair market rental value of the premises under the Severance Lease in relation to the fair market rental value of the Premises, as such values are set forth in an appraisal to not be conducted no more than six (6) months prior to Severance. The scope of said appraisal shall be prepared by Lease Administrator in accordance with its policies and reviewed and approved by Tenant, in its reasonable discretion. Such appraisal shall be conducted in the manner provided in Article 356 hereofcross-defaulted. (c) If this Lease The Completion Guaranty (Affordable Housing – Senior) shall expire or otherwise terminateremain in effect upon the terms described therein, the same shall not result in the expiration or termination ofexcept that such guaranty may, or otherwise affect the Severance Lease. The expiration or other termination of the Severance Lease shall not result in the expiration or termination ofat Tenant’s request, or otherwise affect, this be severed into separate guaranties with respect to each Lease. (d) In Tenant shall pay to Landlord within ten (10) Business Days following demand all of Landlord’s costs and expenses incurred in connection with the event that Tenant elects to create a Severance Lease, Landlord will reasonably cooperate with Tenant to implement such Severance severance of this Lease including, without limitation, by executing any necessary reciprocal easement and operating agreements and a recognition and subordination agreement in favor of the Person subleasing the space pursuant to such Severance LeaseLandlord’s other actions incident thereto.

Severance Leases. This At any time after (i) Substantial Completion of both the Initial Renovation Work and the Tin Building Work and (ii) repayment and delivery of reasonable evidence of satisfaction of any EB-5 Financing (unless otherwise approved by Landlord in its sole discretion), this Lease shall be modified at Tenant's request at any time after Substantial Completion of the Initial Renovation Work by subtracting from the Premises a Severable Premises, in each case without upon Landlord’s prior consent, reasonable consent and subject to the provisions of this Section 10.8 (a "Severance"), provided that a Severance that subtracts only the entire Upland Premises from the Premises may be undertaken prior to Substantial Completion of the Initial Renovation Work. Landlord shall not unreasonably withhold its consent to a Severance prior to Substantial Completion of the Initial Renovation Work in connection with a lease to an Anchor Tenant where the proposed Anchor Tenant desires to commence the build-out of its premises prior to, and on a parallel schedule with, Xxxxxx’s efforts to achieve Substantial Completion of the Initial Renovation Work. (a) A Severance shall not become effective until a lease for a Severable Premises (the "Severance Lease") has been executed. Should Severance occur prior to Substantial Completion of the Tenant Work, Tenant shall remain as tenant under both the Severance Lease and this Lease until such time as Substantial Completion of the Tenant Work occurs, whereupon Tenant may Transfer the Severance Lease in accordance with this Article 10. (b) The Severance Lease shall apportion Rental (including the Esplanade Payment) and maintenance obligations between the Severance Lease and this Lease on the basis of the fair market rental value of the premises under the Severance Lease in relation to the fair market rental value of the Premises, as such values are set forth in an appraisal to be conducted no more than six (6) months prior to Severance. The scope of said appraisal shall be prepared by Lease Administrator in accordance with its policies and reviewed and approved by Tenant, in its reasonable discretion. Such appraisal shall be be. conducted in the manner provided in Article 356 36 hereof. (c) No Severance shall occur until Tenant shall have provided Landlord with evidence, reasonably satisfactory to Landlord, that either (i) Tenant, (ii) an Affiliate of Tenant, or (iii) an entity with no less than seven (7) years' experience in fulfilling management and maintenance obligations of the same type as Tenant’s obligations pursuant to Article 14 of this Lease (including, without limitation, Tenant's obligations with respect to the Joint Maintenance Area), will be responsible for the performance of such obligations throughout the term of the Lease and the Severance Lease. (d) No Severance shall occur unless all applicable Severance documents provide that the Maintenance Tenant (as hereinafter defined) shall be responsible for fulfilling all management and maintenance obligations of the same type as Tenant’s obligations pursuant to Article 14 of this Lease (including, without limitation, Tenant's obligations with respect to the Joint Maintenance Area) throughout the Project Premises, regardless of the existence of any other Severance Subtenant. Upon the termination of any Severance Lease, (x) Landlord shall have no obligations with regard to maintenance of any portion of the Project Premises except for any maintenance obligations of the same type as Landlord’s obligations pursuant to Section 14.2 of this Lease, and (y) Landlord shall diligently act to re-let the premises that had been demised under such terminated Severance Lease and cause the lessee for such premises to assume its proportional obligations of the foregoing maintenance obligations. For the purposes hereof, “Maintenance Tenant” shall mean a Severance Subtenant that, (i) as reasonably determined by Landlord, possesses the financial capacity, creditworthiness and experience to perform management and maintenance obligations of the same type as Tenant’s obligations pursuant to Article 14 of this Lease and (ii) has provided security, reasonably satisfactory in form and substance to Landlord, guaranteeing its performance of said management and maintenance obligations. (e) If this Lease shall expire or otherwise terminate, the same shall not result in the expiration or termination of, or otherwise affect the Severance LeaseLease(s). The expiration or other termination of the Severance Lease Lease(s) shall not result in the expiration or termination of, or otherwise affect, this Lease. (df) In the event that Tenant elects to create a Severance Lease, Landlord will reasonably cooperate with Tenant to implement such Severance Lease including, without limitation, by executing any necessary reciprocal easement and operating agreements and a recognition and subordination agreement in favor of the Person subleasing the space pursuant to such Severance Lease.. (t) The following Section 12.11 is hereby added to Article 12:

Severance Leases. This If Tenant has assigned a portion of the Project to a Permitted Transferee upon satisfaction of the terms and conditions set forth in Article 10 of this Lease, then at Tenant’s request, and at Tenant’s sole cost and expense, Landlord shall sever this Lease into (x) a lease demising separately the portion of the Premises on which a Building is to be constructed (the “Parcel Lease”), and (y) a lease for the balance of the Premises (the “Balance Lease”). The Severance Lease and the Balance Lease shall be modified at Tenant's request at any time after Substantial Completion executed and delivered simultaneously with the closing of a construction loan or other financing for the construction of the Initial Renovation Work by subtracting from Project located on the Premises a Severable Premises, in each case without Landlord’s prior consent, subject to premises demised under the provisions Parcel Lease. The Parcel Lease shall be on all of the terms and conditions of this Section 10.8 (a "Severance")Lease, provided that a Severance that subtracts only the entire Upland Premises from the Premises may be undertaken prior to Substantial Completion of the Initial Renovation Work. Landlord shall not unreasonably withhold its consent to a Severance prior to Substantial Completion of the Initial Renovation Work in connection with a lease to an Anchor Tenant where the proposed Anchor Tenant desires to commence the build-out of its premises prior tomutatis mutandis, and on a parallel schedule with, Xxxxxx’s efforts to achieve Substantial Completion of the Initial Renovation Work.shall also provide as follows: (a) A Severance Rental shall not become effective until be divided between the Parcel Lease and the Balance Lease in a lease for a Severable Premises (proportion as requested by Xxxxxx, provided, however, in no event shall the "Severance Lease") has been executed. Should Severance occur prior Rental under the Parcel Lease be lesser in proportion to Substantial Completion the entire Rental hereunder than the proportion that the Floor Area of the Tenant Work, Tenant shall remain as tenant under both Project to be located on the Severance Parcel Lease and this Lease until such time as Substantial Completion of bears to the Tenant Work occurs, whereupon Tenant may Transfer Floor Area appurtenant to the Severance Lease in accordance with this Article 10entire Premises. (b) The Severance Parcel Lease and the Balance Lease shall apportion Rental (including the Esplanade Payment) and maintenance obligations between the Severance Lease and this Lease on the basis of the fair market rental value of the premises under the Severance Lease in relation to the fair market rental value of the Premises, as such values are set forth in an appraisal to not be conducted no more than six (6) months prior to Severance. The scope of said appraisal shall be prepared by Lease Administrator in accordance with its policies and reviewed and approved by Tenant, in its reasonable discretion. Such appraisal shall be conducted in the manner provided in Article 356 hereofcross-defaulted. (c) If this Lease The Completion Guaranty (Affordable Housing – Family) shall expire or otherwise terminateremain in effect upon the terms described therein, the same shall not result in the expiration or termination ofexcept that such guaranty may, or otherwise affect the Severance Lease. The expiration or other termination of the Severance Lease shall not result in the expiration or termination ofat Tenant’s request, or otherwise affect, this be severed into separate guaranties with respect to each Lease. (d) In Tenant shall pay to Landlord within ten (10) Business Days following demand all of Landlord’s costs and expenses incurred in connection with the event that Tenant elects to create a Severance Lease, Landlord will reasonably cooperate with Tenant to implement such Severance severance of this Lease including, without limitation, by executing any necessary reciprocal easement and operating agreements and a recognition and subordination agreement in favor of the Person subleasing the space pursuant to such Severance LeaseXxxxxxxx’s other actions incident thereto.