|
<br />· 21. A,s,'gnment and ~ublettlnl' J. C-CALL shall not assign, sublet or otherwise transfer or encumber all or any part of C-
<br />CALL's interest in this Lease without Lessor's prior written consent, which Lessor shall not unreasonably withhold. Notwithstanding the
<br />foregoing, C-CALL may assign or sublet its interest In this Lease or may assign or sublet the PremIses, or any portion thereof, wilhout
<br />Lessor's consent, to any entity which controls, is controlled by, or Is under the common control with C-CALL, or to any entity resulting
<br />from any merger or consolidation with C-CALl, or to any partner of C-CALL or to any partnership in which C-CALL is a general partner,
<br />or to any person or entity which acquires all of the assets of C-CALL as a going concern, or to any entity which obtains a security
<br />interest In a substantial portion of C·CALL's assets. Lessor hereby consents to: the assignment by C·CALL of Its rights under this
<br />Lease as collateral security to any entity which provides financing for the purchase of the equipment to be Installed at the Premises;
<br />Any such assignment, subletting or transfer shall not relieve C-CALL of its obligations under this Lease. Should Lessor sell. lease.
<br />transfer or otherwise convey aU or any part of the Property to any transferee other than C-CALL, then such transfer shall be subject to
<br />this Lease and all of C·CALL's rights hereunder and the easement rights of C·CALL to the Access Areas.
<br />
<br />22. Notices and Other Comm .lnlcatlons. Every notice required by this Lease shall be delivered either by (i) personal
<br />delivery, or (Ii) postage prepaid return receipt requested certified mail addressed to the party for whom Intended at the addresses
<br />appearing in the first paragraph of this lease or at such other address as the intended recipient shall have designated by written notice.
<br />A copy of each notice sent to C·CALL shall be sent to: Paul B. Albritton, Mackenzie & Albritton, One Post Street, Suite 500, San
<br />Francisco, CA 94101 and OneComm Cotp., 7900 Intemational Drive, Bloomington, Minnesota 55425.
<br />
<br />23. t1azardous Subf;toI' Ces. C·CALL agrees that it will not use, generate, store or dispose of any Hazardous Material
<br />on, under, about or within the Property In violation of any law or regulation. Lessor represents warrants and agrees (1) that neither
<br />Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage
<br />or disposal of, any Hazardous Material (defined below) on. under, about or within the Property in violation of any law or regulation, and
<br />(2) that Lessor wilt not, and will not permit any third party to, use generate, store or dispose of any Hazardous Material on, under, about
<br />or within the Property in violation of any law or regulation. Lessor and C-CALL each agree to defend, indemnify and hold harmless the
<br />other and the other's partners, affiliates, agents and employees against any and alllos$es, liabilities, claims and/or costs (including
<br />reasonable attorney's fees and costs) arising from any breach of any representation, warranty or agreement contained in this Section.
<br />As used in this Section, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the
<br />state in which the Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is
<br />identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation.
<br />
<br />24. Waivers. Any waiver of any right under this Lease must be in writing and signed by the waiving party.
<br />
<br />25. Written Agreement to Govern. This Lease is the entire understanding between the parties relating to the subjects it
<br />covers. Lessor acknowledges that this Communications Site Lease, once executed by Lessor, constitutes an offer to C-CALL which
<br />shall not be binding upon the parties until accepted by C-CALL's authorized signature below.
<br />
<br />26. Further Assurances. In addition to the actions specifically mentioned in this Lease, the parties shall each do
<br />whatever may be reasonably necessary to accomplish the transactions contemplated in this Agreement including, without limitation:
<br />execution of aU applications, permits and approvals required of Lessor for construction of the Communications Site by C-CALL:
<br />cooperation in obtaining Non-Disturbance Agreements from holders of senior encumbrances on the Property; and execution of a
<br />Memorandum of Lease and a Memorandum of Commencement hereof in form appropriate for recording in the county in which the
<br />Premises are situated.
<br />
<br />IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.
<br />
<br />c.CALt. COR P. a Delaware corporation
<br />
<br />City of Rosevllle, a Minnesota Municipal
<br />corporation
<br />
<br />By:
<br />Title:
<br />
<br />~
<br />
<br />City Manager
<br />
<br />By:
<br />Title:
<br />
<br />Printed Name:
<br />
<br />Date:
<br />
<br />.199_
<br />
<br />Printed Name: Steven R. Sarkozy
<br />Date; 10/?IL, 199!.
<br />Federa1Tax I.D. No: 4l-600-7849
<br />
<br />(seal)
<br />
<br />SCHEDULE OF EXHIBITS:
<br />
<br />Exhibit A (the "Property");
<br />
<br />Exhibit B (the "Premises");
<br />
<br />Memorandum of Lease
<br />
<br />CenCs/l Minnesota Ground Lease Form
<br />I!:I April 15. 1994 Mackenzie & Albritton
<br />
<br />4
<br />
|