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• AOCSite#:4912 Acquisition#.5445 11. Change in Ownership - Licensor shall notify Licensee of any change in Property ownership within ten (10) 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. 12. 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. 13. Attorney's Fees - If either Party brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the prevailing Party in any such action, proceeding, trial, or appeal shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. 14. 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. 15. 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. (THE REMAINDER OF THIS PAGE IS INTENTIONALLYLEFT BLANK) Page 4 of 5