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to, under or near the Structure prior to the Effective Date, or that was generated, possessed, used, stored,
<br />released, spilled, treated, transported, manufactured, refined, handled, produced or disposed of on, about,
<br />adjacent to, under or near the Property and/or Structure by: (1) Landlord, its agents, employees, contractors or
<br />invitees; or (2) any third party who is not an employee, agent, contractor or invitee of Tenant.
<br />12. Miscellaneous.
<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
<br />be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign or
<br />transfer some or all of its rights and/or obligations under the Agreement to: (i) an Affiliate; (ii) a successor entity
<br />to its business, whether by merger, consolidation, reorganization, or by sale of all or substantially all of its assets
<br />or stock; (iii) any entity in which a Party or its Affiliates have any direct or indirect equity investment; and/or (iv)
<br />any other entity directly or indirectly controlling, controlled by or under common control with any of the
<br />foregoing, and in each case, such assignment, transfer or other such transaction shall not be considered an
<br />assignment under this Section 12.1 requiring consent and the non -assigning Party shall have no right to delay,
<br />alter or impede such assignment or transfer; provided that, any such assignment, delegation, or transfer shall
<br />ensure the continued performance of each and every obligation of Tenant hereunder, or Tenant shall remain
<br />jointly and severally liable to Landlord for the performance of such obligation(s). Any purported assignment,
<br />delegation, or transfer in violation of this Section 12.1 shall be void.
<br />12.2 Rights Upon Sale of Property or Structure. Should Landlord, at any time during the Term, sell or
<br />transfer all or any part of the Property or the Structure to a purchaser other than Tenant, such transfer shall be
<br />subject to this Agreement and Landlord shall require any such purchaser ortransferee to recognize Tenant's rights
<br />under the terms of this Agreement in a written instrument signed by Landlord and the third party transferee. If
<br />Landlord completes any such transfer without executing such a written instrument, then Landlord shall not be
<br />released from its obligations to Tenant under this Agreement, and Tenant shall have the right to look to Landlord
<br />and the third party for the full performance of this Agreement. Landlord will not sell or transfer its rights in all or
<br />any portion of the Premises, separate from the underlying Structure and/or Property, to any third party who is
<br />not an Affiliate of Landlord.
<br />12.3 Subordination and Non -Disturbance. This Agreement shall be subordinate to any mortgage, deed
<br />of trust, or other security agreement (each a "Mortgage") by Landlord which, from time to time, may encumber
<br />all or part of the Property; provided, however, the lender under every such Mortgage, except those of record as
<br />of the Effective Date, shall, in the event of a foreclosure of Landlord's interest, recognize the validity of this
<br />Agreement and Tenant's right to remain in occupancy of and have access to the Premises, as long as no Default
<br />by Tenant exists under this Agreement. If the Property is encumbered by a Mortgage following the Effective Date,
<br />then Landlord shall, promptly following Tenant's request, obtain and furnish to Tenant a non -disturbance
<br />agreement, in recordable form, for each such Mortgage.
<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
<br />lieu of eminent domain (each, a "Taking"), either Party hereto shall have the right to terminate this Agreement
<br />immediately upon Notice to the other Party. If either Party elects to terminate this Agreement, the Rent set forth
<br />herein shall be abated, and Tenant's liability therefor will cease as of the date of such Taking, this Agreement shall
<br />terminate as of such date, and any Rent prepaid but not already due shall be returned to Tenant. All compensation
<br />awarded in connection with a Taking shall be the property of Landlord, provided that if allowed under Applicable
<br />Law, Tenant may apply for and keep as its property a separate award for (i) the value of Tenant's Equipment or
<br />other personal property of Tenant; and (ii) Tenant's relocation expenses.
<br />Site Number: DNDEN00260D 10 Confidential & Proprietary
<br />Market: Denver Option Version: 1.0
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