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Lessee may erect thereon, arising from any accident, fire, other casu4dty on the
<br />Leased Premises, or other cause whatsoever, and Lessee hereby releoses and agrees
<br />to hold harmless Landlord from such liability, except to the extent such loss,
<br />damage, death, or injury results from the negligence of the LandlordCtheir agents, or
<br />employees.
<br />8. ASSIGNMENT SUBLEASE OR TRANSFER.
<br />8.1. Lessee shall not assign this Lease or any interest therein by an operating agreement
<br />or otherwise, shall not sublet any portion of the Leased Premises, ar)d shall not
<br />transfer any interest therein, except with the approval of Landlord which approval
<br />shall not be unreasonably withheld. No sublease, assignment, or transfer shall be
<br />valid or binding upon Landlord without Landlord's written approval, and then only
<br />upon the condition that the sublessee, assignee, or transferee shall agree in writing
<br />to be bound by all provisions of this Lease, including but not limite4 to the release
<br />and indemnification requirements. Landlord's approval of one sublelase,
<br />assignment, or transfer shall not validate a subsequent sublease, assjgnment, or
<br />transfer, and the restrictions ofthis Section shall apply to each sublease,
<br />assignment, or transfer hereunder and shall be severely binding upon each and
<br />every sublessee, assignee, transferee, and each and every corporate successor or
<br />other successor in interest of Lessee.
<br />8.2. This Section shall not apply to a mortgage, security interest, or other encumbrance
<br />of this Lease for purposes financing operations related to the Leased Premises.
<br />This Section shall not apply to any assignment or transfer if the assignment or
<br />transfer is to any person, firm, corporation, or other business entity hick is owned
<br />or controlled by Lessee, in whole or in part, nor by a subsidiary or i ffiliate of
<br />Lessee and which owns or control Lessee, in whole or in part, and c f which Lessee
<br />is a subsidiary or affiliate, except that Lessee by written notice shal notify
<br />Landlord of such assignment or transfer. The term "control" shall mean the direct
<br />or indirect power to direct or cause the direction of the management and policies of
<br />Lessee, or its parent corporation, whether through the ownership of voting
<br />securities, by contract, or otherwise.
<br />9. MISCELLANEOUS.
<br />9.1. This Agreement shall be deemed to have been made in Delta Count, Colorado,
<br />and shall be construed in accordance with the laws of the State of C41orado. All
<br />actions or proceedings relating, directly or indirectly, to this Agreerpent, whether
<br />sounding in contract or tort, shall be litigated only in the district cogrt located in
<br />Delta County, Colorado. All parties to this Agreement hereby subject themselves
<br />to the jurisdiction of the district court for Delta County, Colorado.
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