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17. REMEDIES: City and Testa acknowledge and agree that each Party shall have all remedies available at law or in equity if an Event of Default by the other Party has occurred and is continuing. In addition, if an Event of Default by Testa has occurred and is continuing, then City, may: (a) continue this Agreement in effect by not terminating Testa's right to possession of said Premises and thereby be entitled to enforce all City's rights and remedies under this Agreement; or (b) terminate the Agreement and regain possession of said Premises. 18. EXCLUSIONS: Notwithstanding anything herein to the contrary, each Party expressly releases the other from any claims for, speculative, indirect, consequential or punitive damages, including any lost sales or profits of the other Party. 19. ASSIGNMENT: Testa shall not assign this Agreement voluntarily or by operation of law, or any right hereunder, nor sublet the Premises or any part thereof, without the prior written consent of City, which shall not be unreasonably withheld, conditioned or delayed; provided that the foregoing prohibition shall not limit Testa's ability to transfer this Agreement to a Testa Affiliate. "Affiliate" means an entity which: (a) controls or is controlled by a Party hereto or (b) is under common control with a Party hereto: where "control" means that more than fifty percent (>50%) of the controlled entity's shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity. 20. INDEMNIFICATION: A. Cam: Except to the extent a claim arises from any negligence or willful misconduct of a City Indemnified Party, Testa hereby agrees to indemnify, hold harmless and defend City, its Affiliates and their respective directors, officers, managers, members, employees, agents and representatives (each a "City Indemnified Party") from all losses and liabilities, including court costs and reasonable attorneys' fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (i) Testa's use of the Premises; (it) Testa's breach of this Agreement; or (iii) bodily injury or damage to real or tangible personal property caused by the use of the Trade Fixtures. B. Testa: Except to the extent a claim arises from any negligence or willful misconduct of a Testa Indemnified Party, City hereby agrees to indemnify, hold harmless and defend Testa, its Affiliates and their respective directors, officers, managers, members, employees, agents and representatives (each a "Testa Indemnified Party") from all losses and liabilities, including court costs and reasonable attorneys' fees, on account of or arising out of or alleged to have arisen out of any third party claim directly related to: (I) City's entry onto the Premises; or (it) City's breach of this Agreement. 21. LIENS: Testa shall promptly remove or bond any liens placed on the Property as a result of any claims for labor or materials furnished to Testa at the Premises. 22. DESTRUCTION: Any total destruction of the Premises shall, at City's or Testa's written election within thirty (30) days of such destruction, terminate this Agreement. 23. INSURANCE: Testa shall carry commercial general liability insurance with limits of not less than Two Million Five Hundred Thousand dollars ($2,500,000) for bodily injury or death and property damage and an umbrella insurance policy of not less than Five Million dollars ($5,000,000). The Page 5 v.20190227