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shall pay the reasonable cost of processing same, including attorneys fees, upon demand <br /> of Landlord. <br /> If Tenant is a partnership, limited liability company, corporation, or other entity, any <br /> transfer of this Lease by merger, consolidation,redemption or liquidation, or any change(s) <br /> in the ownership of, or power to vote,which singularly or collectively represents a majority <br /> of the beneficial interest in Tenant, shall constitute a Transfer under this Section. <br /> As a condition to Landlord's approval, if given, any potential assignee or sublessee <br /> otherwise approved by Landlord shall assume all obligations of Tenant under this Lease <br /> and shall be jointly and severally liable with Tenant and any guarantor, if required, for any <br /> payments to Landlord as well as the performance of all terms of this Lease. In connection <br /> with any Transfer, Tenant shall provide Landlord with copies of all assignments, <br /> subleases, and assumption instruments. <br /> 18. Liens. Tenant shall deliver the Property to the Landlord at the end of this Lease free and <br /> clear of any liens. <br /> 19. Notices. All notices under this Lease shall be in writing and effective (i) when <br /> delivered in person or via overnight courier, (ii) three (3) days after being sent by <br /> registered or certified mail to Landlord or Tenant, or(iii) upon confirmed transmission by <br /> facsimile. <br /> 20. Costs and Attorney's Fees. If Tenant or Landlord engage the services of an attorney <br /> to collect monies due or to bring any action for any relief against the other, declaratory or <br /> otherwise, arising out of this Lease, including any suit for the recovery of any payments <br /> due and owing, or possession of the Property, the losing party shall pay the prevailing <br /> party their reasonable attorneys' fees and costs in such suit, in mediation or arbitration, at <br /> trial on appeal,or in any bankruptcy proceeding. <br /> 21. General. <br /> a. Entire Agreement. This Lease contains all of the covenants and agreements between <br /> Landlord and Tenant relating to the triple net leaseback arrangement described herein. No <br /> prior or contemporaneous agreements or understanding pertaining to the Lease shall be <br /> valid or of any force or effect and the covenants and agreements of this Lease shall not be <br /> altered,modified or added to except in writing signed by Landlord and Tenant. <br /> b. Severability. Any provision of this Lease which shall prove to be invalid, void or illegal <br /> shall in no way affect, impair or invalidate any other provision of this Lease. <br /> c. Force Majeure. Time periods for either party's performance under any provisions of this <br /> Lease shall be extended for periods of time during which the party's performance is <br /> prevented due to circumstances beyond the reasonable control of such party, including <br /> without limitation, fires, floods, earthquakes, lockouts, strikes, embargoes, governmental <br /> regulations, acts of God, public enemy, war or other strife. <br /> 6 <br /> 112376092.2 <br /> SIB <br />