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AOC Site#.4912 Acquisition#. 5445 (a) Licensee may assign or transfer this Agreement to a successor in interest ("Licensee's Assignee") which assumes the responsibility of conducting the Work, without consent of Licensor. Automatically upon such assignment or transfer, Licensee shall be released from all obligations and liabilities hereunder accruing after the effective date of such assignment or transfer, provided that, Licensee's Assignee has the financial wherewithal to perform Licensee's obligations under this Agreement and assumes all of the obligations and liabilities hereunder accruing after the effective date of such assignment or transfer. (b) Licensor may assign this Agreement to an assignee that acquires fee simple title to the Property from Licensor("Licensor's Assignee")without the prior written consent of Licensee,whereupon Licensor's Assignee shall thereupon be deemed to have assumed all of the Licensor's obligations under this Agreement. 10. Change in Ownership - Licensor shall notify Licensee of any change in Property ownership within five(5)days of the close of Property's escrow or the recordation of a deed indicating Licensor has transferred the Property to another person(s)or entity(ies)by providing Licensee at a minimum,the new Property owner's name and contact information. Should Licensor fail to notify Licensee of Licensor's transfer of the Property, Licensor agrees to indemnify Licensee for any cause of action asserted against Licensee for trespass to the Property. 11. Governing Law - This Agreement shall be construed and interpreted and governed by and in accordance with the local law of the State of California without reference to any choice of law, rules or policies which may refer the resolution of any dispute arising hereunder to the laws of any other jurisdiction. 12. Entire Agreement — Except as expressly provided herein to the contrary, this Agreement represents the full, complete and entire agreement between the Parties with respect to the subject matter hereof, and the rights and remedies of the Parties shall be solely and exclusively those herein contained, and in lieu of any remedies otherwise available at law or in equity. 13. Execution of Agreement-Each of the undersigned hereby represents and warrants that they are authorized to execute this Agreement on behalf of the respective Parties to the Agreement, and that this Agreement, when executed by those Parties, shall become a valid and binding obligation, enforceable in accordance with its terms. Upon execution,this Agreement shall be binding as to the Parties' respective parent companies, subsidiaries,affiliates, successors, heirs and assigns. (Remainder of this Page is Intentionally Left Blank) Page 4 of 5