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Page 5 of 6 <br />ATTY/AGR/2022.014.02/TRI-PARTY AGREEMENTREV: 01-25-2022 VR <br />the City will have no right to use the Temporary License Areas, and (ii) neither <br />County nor its consultants, representatives or contractors, or any other third <br />party acting under the control or at the request of County (“County Parties”) is <br />a City consultant, representative or contractor, or other third party acting under <br />the control or at the request of City. Therefore, Developer agrees to look solely <br />to County and (if applicable) other County Parties, and not City, for any Claims <br />arising from County work or activities on the Temporary License Areas. <br />7.Continuing Liability.No expiration or termination of this License shall release <br />Developer from any liability hereunder resulting from any breaches of this License <br />happening prior to the expiration or termination of this License. <br />8.Assignment or Subletting; Successors and Assigns. <br />(a) Developer shall not transfer, assign, sublet or sublicense (each a, “transfer”) <br />any of its rights or obligations under this License without Owner’s prior written <br />consent, which may be withheld in Owner’s sole and absolute discretion unless <br />the transfer is to a permitted or approved transferee under the Development <br />Agreement, in which case Owner will consent to a transfer using the same <br />standards as the City is required to follow under the Development Agreement. <br />(b) Subject to the foregoing, this License shall be binding on and inure to the <br />benefit of the parties and their permitted successors and assigns. <br />9.Notices.All notices, demands and other formal communications hereunder shall be <br />deemed given if: (i) delivered personally or by courier; (ii) sent by overnight express <br />delivery; (iii) mailed by registered or certified mail (return receipt requested), postage <br />prepaid, or (iv) sent by email in PDF format ("Email Notification") provided that <br />(x) notice received after 5:00 p.m. on a business day or on a non-business day shall <br />be deemed received on the next business day and (y) any sender of an Email <br />Notification also delivers the notice by one of the methods listed in (i)-(iii) (the <br />"Secondary Notice") (provided that if the recipient of the Email Notification responds <br />with an email acknowledgement of receipt (an automatic "read receipt" does not <br />constitute acknowledgement), Secondary Notice is not required), to a party at its <br />respective address set forth below (or at such other address as shall be specified by <br />the party by like notice given to the other party(ies): <br />Developer:1548 Maple, LLC <br />c/o The Carlyle Group <br />Attn: Charles Manhoff <br />555 Mission Street, Suite 3300 <br />San Francisco, CA 94105 <br />Email: charles.manhoff@carlyle.com <br />with a copy to:1548 Maple, LLC <br />Attn; James Williams <br />1001 Pennsylvania NW. <br />Suite 200 <br />Washington, DC 20004 <br />Email: james.williams@carlyle.com <br />with a copy to:Cox, Castle & Nicholson <br />Attn: Christian Cebrian