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Tracking #25W-24305/BF-20565661
<br /> - 13 - Form 424; Rev. 20200605
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<br />24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to
<br />Licensor or if Licensee fails to complete its obligations under Section 24.1 above (the
<br />"Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises
<br />solely to the extent necessary for Licensee to complete the Restoration Obligations, and all
<br />liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are
<br />surrendered and the Restoration Obligations are completed. Neither termination nor expiration
<br />shall release Licensee from any liability or obligation under this License, whether of indemnity or
<br />otherwise, resulting from any acts, omissions or events happening prior to the date of termination,
<br />or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations
<br />are completed.
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<br />24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of
<br />such termination of its tenancy, then Licensor may, at its election, either: (i) remove the Pipeline
<br />and the other Improvements or otherwise restore the Premises, and in such event Licensee shall,
<br />within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon
<br />written notice to Licensee, take and hold the Pipeline and the other Improvements and personal
<br />property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically
<br />enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against
<br />Licensee for failure to so restore. Further, if Licensor has consented to the Pipeline and the other
<br />Improvements remaining on the Premises following termination, Licensee shall, upon request by
<br />Licensor, provide a bill of sale in a form acceptable to Licensor conveying the Pipeline and the
<br />other Improvements to Licensor for no additional consideration.
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<br />MISCELLANEOUS
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<br />25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the
<br />benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the
<br />same extent as if each such successor and assign was named a party to this License.
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<br />26. Assignment .
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<br /> 26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or
<br />interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior
<br />written consent of Licensor, which consent may not be unreasonably withheld or delayed by
<br />Licensor. Any attempted assignment by Licensee in violation of this Section 26 shall be a breach
<br />of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion.
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<br />26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a) any sale of
<br />the equity interests of Licensee following which the equity interest holders of Licensee
<br />immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting
<br />power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all
<br />of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and
<br />subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation
<br />involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger
<br />or consolidation following which the equity interest holders of Licensee immediately prior to such
<br />reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least 50%
<br />of the combined voting power of the outstanding voting equity interests of Licensee or any
<br />successor thereto or the entity resulting from such reorganization, recapitalization, merger or
<br />consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE
<br />LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO
<br />BE IN LICENSOR'S SOLE DISCRETION.
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<br />26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the
<br />contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein
<br />in contravention of the provisions of this License (a "Purported Assignment") to another party
<br />(a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges
<br />granted under this License shall be deemed to be the Purported Transferee's agreement to be
<br />bound by all of the terms and provisions of this License, including but not limited to the obligation
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