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Tracking No. 23W-19543
<br /> 21.4 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 any equipment and the other
<br /> Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days
<br /> after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take
<br /> and hold the equipment and the other Improvements and personal property as its sole property, without
<br /> payment or obligation to Licensee therefor,or(iii)specifically enforce Licensee's obligation to restore and/or
<br /> pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has
<br /> consented to the equipment and the other Improvements remaining on the Premises following termination,
<br /> Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying
<br /> the equipment and the other Improvements to Licensor.
<br /> MISCELLANEOUS
<br /> 22. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and
<br /> be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
<br /> such successor and assign was named a party to this License.
<br /> 23. Assignment.
<br /> 23.1 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 of
<br /> Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
<br /> assignment by Licensee in violation of this Section 23 shall be a breach of this License and, in addition,
<br /> shall be voidable by Licensor in its sole and absolute discretion.
<br /> 23.2 For purposes of this Section 23, the word "assign" shall include without limitation (a)any sale of the equity
<br /> interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
<br /> own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
<br /> interests of Licensee, (b)any sale of all or substantially all of the assets of(i) Licensee and (ii)to the extent
<br /> such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
<br /> recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
<br /> reorganization, recapitalization, merger or consolidation following which the equity interest holders of
<br /> Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
<br /> or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
<br /> Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
<br /> or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
<br /> WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
<br /> LICENSOR'S SOLE DISCRETION.
<br /> 23.3 Notwithstanding the provisions of Section 23.1 above or anything contained in this License to the contrary,
<br /> if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
<br /> the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"),
<br /> the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be
<br /> deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this
<br /> License, including but not limited to the obligation to comply with the provisions of Section 15 above
<br /> concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee,for itself,
<br /> its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any
<br /> nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related
<br /> to (in whole or in part) a Purported Assignment.
<br /> 23.4 The provisions of this Section 23 shall survive the expiration or earlier termination of this License.
<br /> 24. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
<br /> shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
<br /> the United States mail, certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
<br /> overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
<br /> such other address as the party to be notified may designate by giving the other party no less than thirty (30)days'
<br /> advance written notice of such change in address.
<br /> Form 427; Rev. 20140815
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