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Site Number: MNMSP00339B 9 Confidential & Proprietary
<br />Market: Minneapolis Lease Version: 1.0
<br />which it or any of its Affiliates are subject; and (v) the transaction contemplated by this Agreement does not require
<br />the consent of any other party, will not result in a breach of or default under any third party agreement, and will not
<br />otherwise cause any such third party agreement to cease to be legal, valid, binding, enforceable and in full force
<br />and effect.
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<br />12. Miscellaneous.
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<br />12.1 Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under
<br />this Agreement to any third party without the prior written approval of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant may assign or transfer some
<br />or all of its rights and/or obligations under the Agreement to: (i) an Affiliate; (ii) a successor entity to its business,
<br />whether by merger or by sale of all or substantially all of its assets or stock; (iii) any entity in which Tenant or its
<br />Affiliates have any direct or indirect equity investment; and/or (iv) any other entity directly or indirectly controlling,
<br />controlled by or under common control with any of the foregoing, and in each case, such assignment or transfer
<br />shall not be considered an assignment under this Section 12.1 requiring consent and Landlord shall have no right to
<br />delay, alter or impede such assignment or transfer. For clarity, and the avoidance of doubt, neither: (a) a change in
<br />owners hip of Tenant as a result of a merger, consolidation or reorganization; nor (b) the sale of all or substantially
<br />all of the assets of Tenant shall be considered an assignment under this Section 12.1 requiring Landlord’s consent,
<br />and Landlord shall have no right to delay, alter or impede any of the foregoing transactions.
<br /> 12.2 Rights Upon Sale of Premises or Tower. Should Landlord, at any time during the Term, sell or
<br />transfer all or any part of the Premises or the Tower thereon to a purchaser other than Tenant, such transfer shall be
<br />subject to this Agreement and Landlord shall require any such purchaser or transferee to recognize Tenant’s rights
<br />under the terms of this Agreement in a written instrument signed by Landlord and the third party transferee. In the
<br />event that Landlord completes any such transfer without executing such a written instrument, then Landlord shall
<br />not be released from its obligations to Tenant under this Agreement, and Tenant shall have the right to look to
<br />Landlord and the third party for the full performance of this Agreement.
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<br />12.3 Subordination and Non-Disturbance. At Landlord’s option, this Agreement shall be subordinate to
<br />any mortgage, deed of trust, or other security agreement (each a “Mortgage ”) by Landlord which, from time to time, may encumber all or part of the Property; provided, however, the lender under every such Mortgage shall, in
<br />the event of a foreclosure of Landlord’s interest, recognize the validity of this Agreement and Tenant’s right to
<br />remain in occupancy of and have access to the Premises, as long as no Event of Default by Tenant exists under this
<br />Agreement. If the Property is encumbered by a Mortgage as of the Effective Date, then Landlord shall, promptly
<br />following Tenant’s request, obtain and furnish to Tenant a non-disturbance agreement, in recordable form, for each
<br />such Mortgage. If Landlord defaults in any payment or other performance obligations under any Mortgage
<br />encumbering the Property, Tenant may, at its option (but without any obligation), cure or correct such default and,
<br />upon doing so, Tenant: (a) shall be subrogated to any and all rights, titles, liens, and/or equities of the holders of
<br />such Mortgage; and (b) may offset the full amount against any Rent or other amount owed by Tenant to Landlord
<br />under this Agreement.
<br /> 12.4 Condemnation. If all or any portion of the Premises is condemned, taken by a Governmental
<br />Authority or otherwise appropriated by the exercise of the right of eminent domain or a deed or conveyance in lieu
<br />of eminent domain (each, a “Taking ”), either Party hereto shall have the right, but not the obligation, to terminate
<br />this Agreement immediately upon Notice to the other Party. If either Party elects to terminate this Agreement, the
<br />Rent set forth herein shall be abated, and Tenant’s liability therefor will cease as of the date of such Taking, this Agreement shall terminate as of said date, and any prepaid rent shall be returned to Tenant. If this Agreement is not
<br />terminated as herein provided, then it shall continue in full force and effect, and Landlord shall, within a reasonable
<br />time after possession is physically taken by the condemning authority restore the remaining portion of the Premises
<br />to render it reasonably suitable for the uses permitted by this Agreement and the Rent shall be proportionately and
<br />equitably reduced. Notwithstanding the foregoing, Landlord shall not be obligated to expend an amount greater
<br />than the proceeds received from the condemning authority less all expenses reasonably incurred in connection
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