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subject tot his 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. 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. In addition to, and not in limitation of the
<br />preceding, in the event the Landlord sells or transfers either its rights in all or any portion of the Premises or
<br />Landlord's right to the receive the Rent (and other payments) derived from the Premises under this Agreement,
<br />in either case separate from the underlying Structure and/or Property, to any third party who is not an Affiliate of
<br />Landlord, then prior to any such sale or transfer Landlord shall first provide Tenant with a right of first refusal
<br />("ROFR")toacquire such right(s). In order to evaluate the terms and conditions offered to Landlord by such third
<br />party Landlord shall provide Tenant with a full, complete and unredacted copy thereof and Tenant shall have thirty
<br />(30) days from receipt thereof to elect to exercise its ROFR; provided that Tenant's exercise of the ROFR shall be
<br />on the same terms and conditions as offered to Landlord by such third party (except as may be mutually agreed
<br />upon to the contrary).
<br />12.3 Reserved.
<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. Ifeither Party electsto terminate this Agreement, the Rent set forth
<br />herein shall be abated, and Tenant's liability therefor will cease as of the dateofsuch Taking, this Agreement shall
<br />terminate as of such date, and any prepaid rent shall be returned to Tenant. If this Agreement is not terminated
<br />as herein provided, then it shall continue in full force and effect, and Landlord shall, within a reasonable time after
<br />possession is physically taken by the condemning authority restore the remaining portion of the Premises to
<br />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
<br />therewith (including attorneys' fees) for the restoration. All compensation awarded in connection with a Taking
<br />shall be the property of Landlord, provided that if allowed under Applicable Law, Tenant may apply for and keep
<br />as its propertya separate award for (i)the value of Tenant's leasehold interest; (ii) the value of Tenant's Equipment
<br />or other personal property of Tenant; (iii) Tenant's relocation expenses; and (iv) damagesto Tenant's business
<br />incurred as a result of such Taking.
<br />12.5 Recording. If requested by Tenant, Landlord and Tenant agree to execute a Memorandum of
<br />Lease that Tenant may record atTenant'ssole cost and expense. The date set forth in the Memorandum of Lease
<br />is for recording purposes only, and bears no reference to commencement of the Term or rent payments of any
<br />kind.
<br />12.6 Force Maieure. Notwithstanding anything to the contrary in this Agreement, neither Party shall
<br />be liable to the other Party for nonperformance or delay in performance of any of its obligations under this
<br />Agreement due to causes beyond its reasonable control, including, without limitation, strikes, lockouts,
<br />pandemics, labor troubles, acts of God, accidents, technical failure governmental restrictions, insurrections, riots,
<br />enemy act, war, civil commotion, fire, explosion, flood, windstorm, earthquake, natural disaster or othercasualty
<br />("Force Majeure"). Upon the occurrence of a Force Majeure condition, the affected Partyshall immediately notify
<br />the other Party with as much detail as possible and shall promptly inform the other Party of any further
<br />developments. Immediately after the Force Majeure event is removed or abates, the affected Party shall perform
<br />such obligations with all due speed. Neither Partyshall be deemed in default of this Agreement tothe extent that
<br />a delay or other breach is due to or related to a Force Majeure event. A proportion of the Rent herein reserved,
<br />according to the extent that such Force Majeure event shall interfere with the full enjoyment and use of the
<br />Site Number: MIMIA00558A Lease Version: 1.0
<br />Market: MIAMI AINI .
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