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<br />SITe NAMB: LouisWI. Remational Cenler <br />SlTBNUMBBR: co- DBNll13 <br /> <br />periods shall be procured by the Tenant to maintain such continuous coverage. Coverage with respect to additional <br />insureds shall contain a severability of interests provision. <br /> <br />12.5 Landlord and Tenant hereby mutually release each other (and their successors or assigns) <br />from liability and waive all right of recovery against the other from any claims for damage to any person or to the <br />Premises or to the Tenant Facilities or any other property thereon caused by, or that result from, risks insured against <br />under any insurance policies carried by the parties and in force at the time of any such damage.. Landlord and <br />Tenant shall cause each insurance policy obtained by them to provide that the insurance company waives all right of <br />recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither <br />Landlord nor Tenant shall be liable to the other for any damage caused by fire or any of the risks insured against <br />under any insurance policy required by this Paragraph 12. <br /> <br />12.6 Tenant agrees to indemnify and hold harmless the Landlord, its officers, employees, and <br />agents from and against all liability,. claims, demands, and expenses, including court costs and attorney fees <br />(collectively "Losses"), on account of any injury, loss, or damage, arising out of, resulting from, or in any way <br />connected with, Tenant's use and/or occupancy of the Premises, or with this Agreement or the rights and obligations <br />of the Tenant hereunder, except to the extent such Losses are attributable to Landlord's or its officers', employees', <br />or agents' negligence or willful miscondu(:t. The Tenant shall investigate, handle, respond to, and defend against any <br />such liability, claims, and demands, and bear all other costs and expenses related thereto, including court costs and <br />reasonable attorney fees. The parties hereto understand and agree that the Landlord is relying on, and does not waive <br />or intend to waive by any provision of this contract, the monetary limitations (presently $150,000.00 per person and <br />$600,000.00 per occurrence) or any other rights, immunities, and protections provided by the Colorado <br />Governmental Immunity Act, 24-10-101 S:t. sea., 10 C.R.S., as from time to time amended, or otherwise available to <br />the Landlord, its officers, employees, and agents. The duties described in this Paragraph 12.6 shall apply as of the <br />Effective Date ofthis Agreement and survive the termination of this Agreement. <br /> <br />13. Assignment and SublettiJl&. <br /> <br />13.1 Tenant may not assign, sublet or otherwise transfer all or any part of its interest in this <br />Agreement or in the Premises without the written consent of Landlord, which consent shall not be unreasonably <br />withheld, conditioned, or delayed; provided, however, that Tenant may assign (without such consent) its interest to <br />its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest, or entity <br />acquiring fifty-one percent (51 %) or morle of its stock or assets, subject to any financing entity's interest, if any, in <br />this Agreement, and subject to assignee assuming all of Tenant's obligations herein. Landlord may assign this <br />Agreement upon written notice to the Tenant, such notice to be given at least thirty (30) days prior to such <br />assignment, subject to the assignee assuming all of Landlord's obligations herein, including but not limited to those <br />set forth in Paragraph 16. <br /> <br />13.2 Notwithstanding the provisions of Paragraph 13.1, Tenant may mortgage or grant a <br />security interest in this Agreement and the Tenant Facilities, and may assign this Agreement and the Tenant Facilities <br />to any mortgagees or holders of security interests, including their successors or assigns (collectively, "Mortgagees"), <br />provided such Mortgagees' interests in this Agreement are subject to all of the terms and provisions of this <br />Agreement. In such event, Landlord shall execute such consent to leasehold financing in a form acceptable to <br />Landlord and as may reasonably be required by Mortgagees. <br /> <br />14. Title and Ouiet EniQYill!~nt. <br /> <br />14.1 Landlord repr1esents that (i) it has full right, power, and authority to execute this <br />Agreement, (ii) Tenant may peacefully and quietly enjoy the Premises and such access thereto, upon the terms and <br />conditions of this Agreement, pro'lided that Tenant pays Rent and observes and performs all covenants and <br />conditions on Tenant's part to be observed and performed and (iii) the Property and access rights are free and clear <br />of all liens, encumbrances and restrictions except those of record as of the Effective Date and except (and subject to) <br />utility franchises; matters existing or apparent on the ground; facts or matters which a complete and accurate survey <br />would disclose; and building, zoning, subdivision and other land use laws, codes, ordinances and regulations and any <br />noncompliance therewith. Tenant understands that this Lease is subject to prior franchise agreements and subject to <br />all easements and other interests of record applicable to the Premises. Tenant shall be solely responsible for <br /> <br />Cloarwile Conmmication Tower A8Jeement <br /> <br />- 7- <br /> <br />v.5-22-06 <br />