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Tracking#16-55547
<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 thirty
<br /> (30)days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
<br /> Licensee, take and hold the Pipeline and the other Improvements and personal property as its sole
<br /> property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
<br /> obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so
<br /> restore. Further, if Licensor has consented to the Pipeline and the other Improvements remaining on
<br /> the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in
<br /> a form acceptable to Licensor conveying the Pipeline and the other Improvements to 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 extent
<br /> 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 interest
<br /> herein(either voluntarily or by operation of law, merger,or otherwise)without the prior written consent
<br /> of Licensor,which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
<br /> assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in
<br /> 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 outstanding
<br /> voting equity interests of Licensee, (b)any sale of all or substantially all of the assets of(i) Licensee
<br /> and (ii)to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or(c)
<br /> any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the
<br /> foregoing, any reorganization, recapitalization, merger or consolidation following which the equity
<br /> interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or
<br /> consolidation own, directly or indirectly, at least 50%of the combined voting power of the outstanding
<br /> voting equity interests of Licensee or any successor thereto or the entity resulting from such
<br /> reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS
<br /> LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF
<br /> LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE 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 of
<br /> the terms and provisions of this License, including but not limited to the obligation to comply with the
<br /> provisions of Section 15 above concerning insurance requirements. In addition to and not in limitation
<br /> of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold
<br /> harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or
<br /> indirectly arising out of, resulting from or related to(in whole or in part)a Purported Assignment.
<br /> 26.4 The provisions of this Section 26 shall survive the expiration or earlier termination of this License.
<br /> 27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the
<br /> other shall be in writing and the same shall be given and shall be deemed to have been served and given if(i)
<br /> placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a
<br /> nationally recognized overnight delivery service, addressed to the party to be notified at the address for such
<br /> party specified below, or to such other address as the party to be notified may designate by giving the other
<br /> party no less than thirty(30)days'advance written notice of such change in address.
<br /> Form 424;Rev.201400801
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