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Tracking#15-52141
<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"Restoration
<br /> Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent
<br /> necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of
<br /> Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration
<br /> Obligations are completed. Neither termination nor expiration shall release Licensee from any liability
<br /> or obligation under this License, whether of indemnity or otherwise, resulting from any acts,
<br /> omissions or events happening prior to the date of termination, or, If later, the date when Licensee
<br /> surrenders the Premises and all of the Restoration Obligations are completed.
<br /> 24.3 if Licensee fails to complete the Restoration Obligations within thirty(30)days after the date of such
<br /> termination of its tenancy, then Licensor may, at its election, either: (i)remove the Pipeline and the
<br /> other Improvements or otherwise restore the Premises, and in such event Licensee shall, within
<br /> thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written
<br /> notice to Licensee,take and hold the Pipeline and the other Improvements and personal property as
<br /> its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce
<br /> Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for
<br /> failure to so restore. Further, if Licensor has consented to the Pipeline and the other Improvements
<br /> remaining on the Premises following termination, Licensee shall,upon request by Licensor, provide a
<br /> bill of sale in a form acceptable to Licensor conveying the Pipeline and the other improvements to
<br /> Licensor.
<br /> MISCELLANEOUS
<br /> 25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit
<br /> of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same
<br /> extent as if each such successor and assign was named a party to this License.
<br /> 26. Assignment.
<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 of
<br /> this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion.
<br /> 26.2 For purposes of this Section 26, the word "assign"shall include without limitation (a)any sale of the
<br /> equity interests of Licensee following which the equity interest holders of Licensee immediately prior
<br /> to such sale own, directly or indirectly, less than 50% of the combined voting power of the
<br /> outstanding voting equity interests of Licensee, (b)any sale of all or substantially all of the assets of
<br /> (i) Licensee and (ii)to the extent such entities exist, Licensee's parent and subsidiaries,taken as a
<br /> whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee.
<br /> Notwithstanding the foregoing,any reorganization, recapitalization, merger or consolidation following
<br /> which the equity interest holders of Licensee immediately prior to such reorganization,
<br /> recapitalization, merger or consolidation own, directly or indirectly, at least 50% of the combined
<br /> voting power of the outstanding voting equity interests of Licensee or any successor thereto or the
<br /> entity resulting from such reorganization, recapitalization, merger or consolidation shall not be
<br /> deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE
<br /> EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO 13E 1N LICENSOR'S SOLE
<br /> DISCRETION.
<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 in
<br /> contravention of the provisions of this License (a "Purported Assignment") to another party (a
<br /> "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted
<br /> under this License shall be deemed to be the Purported Transferee's agreement to be bound by all
<br /> of the terms and provisions of this License, including but not limited to the obligation to comply with
<br /> the provisions of Section 15 above concerning insurance requirements. In addition to and not in
<br /> limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend
<br /> Form 424;Rev.201400801
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