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above (the "Restoration Obligations"), Licensee shall have a limited License to enter upon
<br />the: Premises and Project Area.:sol.ely.to the extent necessary for Licensee to complete. the
<br />Restoration Obligations, :and all liabilities and obligations of Licensee hereunder shall
<br />continue. in effect. until .the Premises are surrendered and. the. Restoration Obligations are.
<br />completed.. Neither termination nor expiration shall release Licensee from any liability or
<br />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
<br />Licensee surrenders the Premises and all of the Restoration Obligations are completed.
<br />.Maintenance of the .Pipeline and .compliance with the. Restoration Obligations. shall be.
<br />continuing obligations of Licensee and its. successors and assigns, secured by the
<br />covenants provided in Section 29.
<br />24.3 If:Licensee fails to complete the Restoration Obligations within thirty (30) days after the
<br />date of such termination. of its tenancy, then Licensor may; at its election: (i) remove the
<br />Pipeline and the :other Improvements. or otherwise restore the Premises and complete any
<br />portion of the Restoration Obligations which remain incomplete, and in such. event
<br />Licensee.shall, within thirty (30).days. after receipt of bill therefor, reimburse Licensor for all
<br />costs. incurred, (ii) upon written notice to Licensee, take and hold the Pipeline and the other
<br />Improvements and personal property as its sole property, without: payment or obligation to
<br />Licensee therefor, or (iii).specificallyenforce Licensee's obligation to restore.andlor pursue
<br />any remedy of law or:ih equity against Licensee:for failure.to.so restore. Further; if Licensor
<br />has .consented: to the Pipeline and the other Improvements remaining on .the: Premises
<br />following termination,. Licensee:shall, upon request by Licensor, provide a bill -of sale in a
<br />form acceptable to Licensor conveying the. Pipeline and the .other Improvements to
<br />Licensor for no additional consideration.
<br />MISCELLANEOUS.
<br />25. Successors and Assigns. All provisions contained -in this License shall be binding upon, inure to
<br />the: benefit. of, and be .enforceable .by the respective .successors and assigns of Licensor and.
<br />Licensee to the same extent.as .if each such successor and assign was named a. party to this
<br />License, provided that, no successor o.r assign of Licensee may seek to e.nforce:this. License until
<br />and u.nless.such assignment has been approved. by Licensor as provded.in Section 26.
<br />26. Assignment.
<br />26.1 Licensee may not sell, assign, transfer, or hypothecate this License: or. any right;
<br />obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise)
<br />Without the prior written consent of Licensor, which consent to a:subsequent owner of the
<br />Project Area 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
<br />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
<br />sale of the equity interests of Licensee following which the equity interest.holders of
<br />.Licensee immediately prior to .s.uch sale own, directly or Irid irectly, less than .501/6 of the
<br />combined voting power of the outstanding voting equity interests of Licensee; (b).any sale.
<br />of all or substantially all ofthe assets of (ij Ucensee.and (ii) to the extent such entities exist,
<br />Licensee's parent and subsidiaries, taken .as a whole, or (c) any reorganization,
<br />recapitalization, merger or consolidation involving Licensee. Notwithstanding the
<br />%foregoing, any reorganization, recapitalization, merger or consolidation following.which the
<br />equity interest holders of Licensee immediately prior to. such reorganization,
<br />recapitalization', merger or consolidation own, .directly or indirectly, at least 50% of the
<br />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
<br />or consolidation shall not be deemed.an assignment.
<br />16 Form 424; Rev. 2019091.15
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