WS - D - Land Lease - City of Tiffin - Iowa Interstate Railroad

11.03 Waiver. One or more waivers of any covenant, term, or condition of this Lease Agreement by RAILROAD shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval of RAILROAD to or of any act by requiring such consent or approval shall not be deemed to waive or render consent to or approval of any subsequent similar act. RAILROAD’s failure to enforce any provision of or its rights under this Lease Agreement does not constitute a waiver of any RAILROAD’s claims related to CITY’s failure to perform any obligation or breach of any term of this Lease Agreement. 11.04 Non-Assignment. CITY shall not assign or otherwise transfer this Lease Agreement absent RAILROAD’s written consent. Subject to this limitation, this Lease Agreement shall be binding upon the respective parties, and their respective heirs, executors, administrators, successors, and assigns. Additionally, CITY shall not cause any security lien to be placed upon or otherwise pledge its interest in this Lease Agreement absent RAILROAD’s consent. For purposes of this Lease Agreement, “assignment” includes a transfer of CITY’s corporate ownership interests. 11.05 Legal Fees. In case of any action, claim or any proceeding in which a dispute arises between the parties concerning, relating to, or arising from this Lease Agreement, the non- prevailing party shall pay all reasonable costs and expenses (including reasonable attorney fees, expert and consulting expenses, and all other litigation expenses) incurred by or billed to or against the prevailing party. 11.06 Entire Agreement. This Lease Agreement is the entire agreement between the parties with respect to the subject matter described herein and supersedes all oral agreements and prior written agreements between the parties pertaining to this transaction. This Lease Agreement may be amended only by a written instrument signed by CITY and RAILROAD. 11.07 Real Estate Brokers. RAILROAD and CITY represent that neither party has been or is represented in the negotiation of this Lease by a real estate broker. Notwithstanding the foregoing, both parties hereby indemnify and hold harmless the other for any commission or claim for a commission made by a real estate broker purportedly representing the other party with respect to this Lease. 11.09 Subordination to Mortgages and Estoppel Letters. CITY subordinates all its interests in the leasehold to the liens of any mortgages now or later existing on any property of which the Premises is a part. At RAILROAD’s request, CITY shall sign any commercially reasonable documents necessary to indicate this subordination. In addition, at the request of the RAILROAD, CITY shall provide to the RAILROAD and its mortgagee, or proposed mortgagee, or purchaser of the property upon which the Premises is located, an estoppel letter stating the status of the Lease Agreement. The estoppel letter shall confirm the date of the Lease Agreement, the Lease Agreement document and whether it has been amended, whether there are any defaults or 10