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10.3 Insurance Requirements. All policies required by this Section 10 shall be issued by insurers that
<br />are (1) licensed to do business in the state in which the Property and/or Structure are located, and (2) rated A- or
<br />better by Best's Key Rating Guide.
<br />10.4 Waiver of Subrogation. To the fullest extent permitted by law, Landlord and Tenant for
<br />themselves and any and all parties claiming under or through them, including, without limitation, their respective
<br />insurers, hereby mutually release and discharge each other and the other'sAffliates, and their respective officers,
<br />directors, shareholders, agents, employees, contractors, and/or any other person or entity for whom a Party is
<br />legally responsible from any claims for damage to any person or to the Premises or any other real or personal
<br />property that are or are claimed to have been caused by or result from risks insured against under any insurance
<br />policies carried by the waiving party and in force at the time of such damage and hereby waive any right of
<br />subrogation that might otherwise exist in or accrueto any person on accountthereof. All policies required to be
<br />carried by either Party herein shall contain an endorsement in favor of the other Party waiving the insurance
<br />company's right of subrogation against such other Party. THIS RELEASE SHALL APPLY EVEN IF THE LOSS OR
<br />DAMAGE IS CAUSED BYTHE FAULT OR NEGLIGENCE OF A PARTY HERETOOR BY ANY PERSON FOR WHICH SUCH
<br />PARTY IS RESPONSIBLE. EACH PARTYAGREESTO NOTIFY ITS INSURANCE CARRIER(S) OFTHIS PROVISION.
<br />11. Representations and Warranties.
<br />11.1 Representations and Warranties. Landlord represents, warrantsand covenantsthat: (a) Landlord
<br />has the right and authorityto execute and perform this Agreement; (b) there are no liens, judgmentsor other title
<br />matters materiallyand adversely affecting Landlord's title to the Property; (c) there are no covenants, easements
<br />or restrictions that prevent the use of the Premises for Tenant's Permitted Use; (d) the Structure and the Premises
<br />are ingood repair; (e) Landlordwill comply with allfederal, state, and local laws inconnection with anysubstances
<br />brought on to the Property and/or Structure that are identified as toxic or hazardous by any Applicable Law,
<br />ordinance or regulation ("Hazardous Substance"); and (f) Tenant's use and quiet enjoyment of the Premises shall
<br />not be disturbed. Landlord is responsible for any loss or damage, including remediation, with respect to Hazardous
<br />Substances as per Applicable Law. Landlord understands and agreesthat notwithstanding anything contained in
<br />this Agreement to the contrary, in no event shall Tenant have any liability whatsoever with respect to any
<br />Hazardous Substance that was on, about, adjacent to, under or near the Structure prior to the Effective Date, or
<br />that was generated, possessed, used, stored, released, spilled, treated, transported, manufactured, refined,
<br />handled, produced or disposed of on, about, adjacent to, under or near the Property and/or Structure by: (1)
<br />Landlord, its agents, employees, contractors or invitees; or (2) any third party who is not an employee, agent,
<br />contractor or invitee of Tenant.
<br />12. Miscellaneous.
<br />12.1 Assignment. Neither Partymay assign or otherwise transfer any of its rightsor obligations under
<br />this Agreementto any third party without the prior writtenapproval 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 Agreementto: (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.
<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 />Site Number: MIMIA00558A Lease Version: 1.0
<br />Market: MIAMI AINI .
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