Common use of ASSIGNMENT, SUBLETTING, MORTGAGE, ETC Clause in Contracts

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Tenant shall not: (i) assign this Lease; or (ii) mortgage or encumber Tenant's interest in this Lease, in whole or in part; or (iii) sublet, or permit the subletting of, the Premises or any part thereof without the prior consent of Landlord. Notwithstanding the provisions of this Section 13.1, the use of the Premises by any Person AFFILIATED (as such term is hereinafter defined) with the Tenant or under the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises, provided Tenant is not in default and remains fully obligated pursuant to the terms and conditions of this Lease. For purposes of this Article 13, a Person shall be deemed to be an "affiliate" of the Tenant or under the "common control" of Comfort Systems USA, Inc., if such Person is a member of a "parent-subsidiary controlled group" as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended or a member of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended of which either Comfort Systems USA, Inc. or the Tenant, as the case may be, is a member. (B) Notwithstanding the provisions otherwise set forth in this Article 13, no reorganization, consolidation and/or restructuring of the Tenant or the sale or transfer of any of its stock shall be deemed an assignment of this Lease or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant to the terms and conditions of this Lease as Tenant. SECTION 13.2. If Tenant's interest in this Lease shall be assigned in violation of the provisions of this Article 13, such assignment shall be invalid and of no force and effect against Landlord. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article 13, Landlord, may collect an amount equal to the then Fixed Rent plus any other items of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancy, or use, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor shall the same, in any circumstances, relieve Tenant of any of its obligations under this Lease.

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Tenant shall not: not (ia) assign this LeaseLease (whether by operation of law, transfers of interests in Tenant or otherwise); or (iib) mortgage or encumber Tenant's interest in this Lease, in whole or in part; or (iiic) sublet, or permit the subletting of, the Premises or any part thereof without the prior consent of Landlordthereof. Notwithstanding the provisions of this Section 13.114.1, the use of the Premises by any Person AFFILIATED affiliated (as such term is hereinafter defined) with the Tenant or under the COMMON CONTROL common control (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises; provided, provided Tenant is however, that such use of the Premises as aforesaid shall not in default and remains fully obligated pursuant to violate or be prohibited by any of the terms and conditions provisions of this Leaseany Mortgage then encumbering the Premises, if any. For purposes of this Article 1314, a Person shall be deemed to be an "affiliateAFFILIATE" of the Tenant or under the "common controlCOMMON CONTROL" of Comfort Systems USA, Inc., Inc. if such Person is a member of a "parent-subsidiary controlled group" [as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended amended] or a member of a "brother-sister controlled group" [as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended amended] of which either Comfort Systems USA, Inc. or the Tenant, as the case may be, is a member. (B) Notwithstanding the provisions otherwise set forth in this Article 1314, no any reorganization, consolidation and/or restructuring of the Tenant or in which the sale or transfer issued and outstanding stock of any the Tenant remains under the common control (as such term is defined in Section 14.1 hereinabove) of its stock Comfort Systems USA, Inc. shall not be deemed an assignment of this Lease or a sublet of the Premises; provided, provided however, that the surviving entity resulting from such reorganizationsame shall not violate or be prohibited by any of the provisions of any Mortgage then encumbering the Premises, consolidation and/or restructuring remains fully obligated pursuant to the terms and conditions of this Lease as Tenantif any. SECTION 13.214.2. If Tenant's interest in this Lease shall be assigned in violation of the provisions of this Article 1314, such assignment shall be invalid and of no force and effect against Landlord; provided, however, that Landlord may collect an amount equal to the then Fixed Rent plus any other item of Rental from the assignee as a fee for its use and occupancy. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article 1314, Landlord, after default by Tenant under this Lease, may collect an amount equal to the then Fixed Rent plus any other items item of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancy, or use, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor shall the same, in any circumstances, relieve Tenant of any of its obligations under this Lease. SECTION 14.3. Except as otherwise set forth in Section 14.1 hereof, for purposes of this Article 14, (i) any increase in the amount of issued and/or outstanding capital stock of any corporate tenant and/or the creation of one or more additional classes of capital stock of any corporate tenant, in a single transaction or a series of related or unrelated transactions, resulting in a change in the legal or beneficial ownership of such tenant so that the shareholders of such tenant existing immediately prior to such transaction or series of transactions shall no longer own a majority of the issued and outstanding capital stock of such tenant shall be deemed an assignment of this Lease and (ii) any Person or legal representative of Tenant, to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound-by the provisions of this Article 14. Tenant agrees to furnish to Landlord on request at any time such information and assurances as Landlord may reasonably request that Tenant has not violated the provisions of this Article 14.

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A1) The Tenant Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns expressly covenants that it shall not: (i) assign this Lease; or (ii) mortgage or encumber Tenant's interest , without the prior written consent of Owner in this Leaseeach instance, in whole or in part; or (iii) transfer, assign, sublet, enter into any license or concession agreement, suffer or permit the subletting of, the Premises or any part thereof to be used by others, mortgage, hypothecate or otherwise encumber this Lease or Tenant’s interest herein and in and to the Premises, or any part thereof, without the prior written consent of LandlordOwner in each instance provided, however, that Tenant may sublet the Premises or a portion thereof to, or allow a portion of the Premises to be used, without formal sublet, by, Pxxxx Xxxxx LLC (the “Preapproved Subtenant”) upon prior notice to, but without the prior written consent of, Owner. Notwithstanding Anything to the contrary contained in the immediately preceding sentence notwithstanding, any Alterations done in connection with a sublease to the Preapproved Subtenant shall be performed in accordance with the provisions of Article 4 hereof. Notwithstanding any provisions to the contrary contained in this Section 13.1Article 11 or elsewhere in this Lease, Tenant may, upon prior notice to, but without the prior written consent of, Owner, assign this Lease to a wholly-owned subsidiary of Tenant, provided that Tenant fully guarantees the obligations of such wholly-owned subsidiary assignee in writing to Owner pursuant to a guaranty in form and substance acceptable to Owner. (2) In the event that an assignment or subletting hereunder occurs, Tenant shall nevertheless remain liable for the performance of all covenants and conditions of this Lease. In the case of an assignment, such liability shall be joint and several with the assignee and all previous assignors and their guarantors, if any. (3) If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Owner may collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the Rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of the covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the terms, conditions, provisions and covenants on the part of Tenant herein contained, and Tenant shall remain liable for the due observance and performance of all of Tenant’s duties, obligations and responsibilities under this Lease. B. Tenant shall pay Owner as additional rent any consideration received from an assignee of this Lease and any rents or other consideration received from a subtenant in excess of rent due hereunder. (1) For purposes of this Article 11, the use term “assignment” shall be deemed to include, but shall not be limited to the following, whether occurring at any one time or over a period of time through a series of transfers: (a) the sale or transfer of all or substantially all of the Premises assets of, or the sale, assignment or transfer of any issued or outstanding stock, partnership interests, membership interests or other ownership interests which results in a change in the control of any corporation or other business entity which directly or indirectly is Tenant under this Lease, or is a general partner of any partnership or joint venturer of any joint venture or member of any limited liability company which directly or indirectly is Tenant under this Lease; (b) the issuance of any additional stock, partnership interests, membership interests or other ownership interests, if the issuance of such additional stock, partnership interests, membership interests or other ownership interests will result in a change of the controlling ownership of such entity as held by any Person AFFILIATED the shareholders, partners, members or other owners thereof when such corporation, partnership, limited liability company or other entity became Tenant under this Lease; and (as such term is hereinafter definedc) with the Tenant sale, assignment or under transfer of a general partner’s, joint venturer’s, member’s or other owner’s respective interests in the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USApartnership, Inc.joint venture or limited liability company, respectively, as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises, provided which is Tenant is not in default and remains fully obligated pursuant to the terms and conditions of under this Lease. For purposes , or in the distributions of this Article 13profits and losses of such partnership, joint venture, limited liability company or other entity, which results in a Person shall be deemed to be an "affiliate" change of the Tenant control of such partnership, joint venture, limited liability company or under the "common control" of Comfort Systems USAother entity, Inc., if such Person is a member of a "parent-subsidiary controlled group" as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended or a member of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended of which either Comfort Systems USA, Inc. or the Tenantrespectively, as the case may be. Further, any agreement pursuant to which (i) Tenant is relieved from the obligation to pay, or a member. third party agrees to pay on Tenant’s behalf, all or a part of Fixed Rent or Additional Rent under this Lease, and (Bii) Notwithstanding the provisions otherwise set forth in any third party undertakes or is granted any right to assign or attempt to assign this Article 13, no reorganization, consolidation and/or restructuring Lease or sublet or attempt to sublet all or any portion of the Tenant or the sale or transfer of any of its stock Premises, shall be deemed an assignment of this Lease or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant and subject to the terms and conditions of this Lease as Tenant. SECTION 13.2. If Tenant's interest in this Lease shall be assigned in violation of the provisions of this Article 13, such assignment shall be invalid and of no force and effect against Landlord. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article 13, Landlord, may collect an amount equal to the then Fixed Rent plus any other items of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancy, or use, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor shall the same, in any circumstances, relieve Tenant of any of its obligations under this Lease11.

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Section 15.1. Except as otherwise provided in this Article 15, Tenant shall not: not (ia) assign this LeaseLease (whether by operation of law, transfers of interests in Tenant or otherwise); or (iib) mortgage or encumber Tenant's ’s interest in this Lease, in whole or in part; or (iiic) sublet, or permit the subletting of, the Premises or any part thereof; or (d) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise by any person other than Tenant, without Landlord’s consent. Tenant shall not advertise or authorize a broker to advertise for a subtenant or assignee, without in each instance, obtaining the prior written consent of Landlord. Notwithstanding the provisions Landlord to Tenant’s form of this Section 13.1advertisement, the use of the Premises by any Person AFFILIATED (as such term is hereinafter defined) with the Tenant or under the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may be, which shall not be deemed an assignment of this Lease unreasonably withheld or a sublet of the Premises, provided Tenant is not in default and remains fully obligated pursuant to the terms and conditions of this Lease. For purposes of this Article 13, a Person shall be deemed to be an "affiliate" of the Tenant or under the "common control" of Comfort Systems USA, Inc., if such Person is a member of a "parent-subsidiary controlled group" as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended or a member of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended of which either Comfort Systems USA, Inc. or the Tenant, as the case may be, is a memberdelayed. (B) Notwithstanding the provisions otherwise set forth in this Article 13, no reorganization, consolidation and/or restructuring of the Tenant or the sale or transfer of any of its stock shall be deemed an assignment of this Lease or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant to the terms and conditions of this Lease as Tenant. SECTION 13.2Section 15.2. If Tenant's ’s interest in this Lease shall be assigned in violation of the provisions of this Article 1315, such assignment shall be invalid and of no force and effect against Landlord; provided, however, that Landlord may collect an amount equal to the then Fixed Rent plus any other item of Rental from the assignee as a fee for its use and occupancy. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article 1315, Landlord, after default by Tenant under this Lease, may collect an amount equal to the then Fixed Rent plus any other items item of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancy, or use, whether with or without Landlord’s prior consent, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor shall the same, in any circumstances, relieve Tenant of any of its obligations under this Lease. The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior consent of Landlord to any further assignment, subletting, occupancy or use. Any person to which this Lease is assigned with Landlord’s consent shall be deemed without more to have assumed all of the obligations arising under this Lease from and after the date of such assignment and shall execute and deliver to Landlord, upon demand, an instrument confirming such assumption. Notwithstanding and subsequent to any assignment, Tenant’s primary liability hereunder shall continue notwithstanding (a) any subsequent amendment hereof, or (b) Landlord’s forbearance in enforcing against Tenant any obligation or liability, without notice to Tenant, to each of which Tenant hereby consents in advance. If any such amendment operates to increase the obligations of Tenant under this Lease, the liability under this Section 15.2 of the assigning Tenant shall continue to be no greater than if such amendment had not been made (unless such party shall have expressly consented in writing to such amendment). (A) For purposes of this Article 15, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or of a corporate subtenant, or the transfer of a majority of the total interest in any partnership tenant or subtenant, or the transfer of control in any general or limited liability partnership tenant or subtenant, or the transfer of a majority of the issued and outstanding membership interests in a limited liability company tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, involving the tenant, subtenant and/or its parent (including, without limitation, and by way of example only, the transfer of a majority of the outstanding capital stock of a company, which company owns 100% of a second tier company, which in turn owns 51% of the outstanding capital stock of a corporate tenant hereunder), shall be deemed an assignment of this Lease, or of such sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, subtenant or parent, shall be deemed not to include the sale of such stock by persons or parties, other than those deemed “affiliates” of Tenant within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended, through the “over-the-counter market” or through any recognized stock exchange, (ii) any increase in the amount of issued and/or outstanding capital stock of any corporate tenant, or of a corporate subtenant, or such tenant’s or subtenant’s parent, or of the issued and outstanding membership interests in a limited liability company tenant or subtenant, or such tenant’s or subtenant’s parent, and/or the creation of one or more additional classes of capital stock of any corporate tenant or any corporate subtenant, or such tenant’s or subtenant’s parent, in a single transaction or a series of related or unrelated transactions involving the tenant, subtenant and/or its parent, resulting in a change in the legal or beneficial ownership of such tenant, subtenant or parent so that the shareholders or members of such tenant, subtenant or parent existing immediately prior to such transaction or series of transactions shall no longer own a majority of the issued and outstanding capital stock or membership interests of such entity, shall be deemed an assignment of this Lease, (iii) an agreement by any other person or entity, directly or indirectly, to assume Tenant’s obligations under this Lease shall be deemed an assignment, (iv) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 15, (v) a modification, amendment or extension of a sublease shall be deemed a sublease, and (vi) the change or conversion of Tenant from an entity in which the partners or members have personal liability under this Lease to a limited liability company, a limited liability partnership or any other entity which possesses the characteristics of limited liability shall be deemed an assignment. Tenant agrees to furnish to Landlord on request at any time such information and assurances as Landlord may reasonably request that neither Tenant, nor any previously permitted subtenant, has violated the provisions of this Article 15. (B) The provisions of clauses (a), (c) and (d) of Section 15.1 and Section 15.3(A), Section 15.4, Section 15.5 and Section 15.6 shall not apply to (and Landlord’s consent shall not be required for) (i) a change in ownership of Tenant as a result of a merger, consolidation or reorganization or the sale of substantially all of Tenant’s assets or stock (provided such merger, consolidation, reorganization or transfer of assets or stock is for a good business purpose and not principally for the purpose of transferring the leasehold estate created by this Lease, and provided further, that the assignee has a net worth at least equal to or in excess of the net worth of Tenant immediately prior to such transaction); (ii) the sale, exchange, issuance or other transfer of Tenant’s stock on a national stock exchange, which transaction shall not be deemed an assignment; or (iii) the assignment of this Lease or sublease of all or any portion of the Premises to, or the use of the Premises by, an entity which controls, is controlled by or is under the common control of Tenant. Tenant shall notify Landlord before any such transaction is consummated, unless such prior notice violates any securities laws or regulatory requirements applicable to Tenant, in which event Tenant shall notify Landlord promptly after Tenant is permitted to do so.

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Tenant shall not: Except to the extent provided in Section 12.4 hereof, ------------ Tenant, without the prior consent of Landlord in each instance, may not (ia) assign its rights or delegate its duties under this Lease; Lease (whether by operation of law, transfers of interests in Tenant or (ii) otherwise), mortgage or encumber Tenant's its interest in this Lease, in whole or in part; or , (iiib) sublet, or permit the subletting of, the Premises or any part thereof without the prior consent of Landlord. Notwithstanding the provisions of this Section 13.1thereof, the use of or (c) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by any Person AFFILIATED (as such term is hereinafter defined) with the Tenant or under the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises, provided Tenant is not in default and remains fully obligated pursuant to the terms and conditions of this Lease. For purposes of this Article 13, a Person shall be deemed to be an "affiliate" of the Tenant or under the "common control" of Comfort Systems USA, Inc., if such Person is a member of a "parent-subsidiary controlled group" as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended or a member of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended of which either Comfort Systems USA, Inc. or the other than Tenant, as the case may be, is a member. (B) Notwithstanding the provisions otherwise set forth in this Article 13, no reorganization, consolidation and/or restructuring of the Tenant or the sale or transfer of any of its stock shall be deemed an assignment of If this Lease is assigned to any person or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant to the terms provisions of the Bankruptcy Code or any state insolvency related statute, any and conditions all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of this Lease as TenantLandlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code or such state insolvency related statute. Any and all monies or other consideration constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid to or turned over to Landlord. SECTION 13.2. (A) If Tenant's interest in this Lease shall be is assigned in ------------ violation of the provisions of this Article 1312, such assignment shall be invalid void and of no force and effect against Landlord; provided. however, that Landlord may collect an amount equal to the then Fixed Rent plus any other item of Rental from the assignee as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and other items of Rental reserved in this Lease. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person Person other than Tenant, whether or not in violation of this Article 1312, Landlord, after default by Tenant under this Lease, including, without limitation, a subletting or occupancy in violation of this Article 12, may collect an amount equal to the then Fixed Rent plus any other items item of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancy, occupancy or use, whether with or without Landlord's prior consent, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as tenant hereunder. The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant hereunderfrom its obligation to obtain the express prior consent of Landlord to any further assignment, subletting, occupancy or use. (B) Tenant shall reimburse Landlord on demand for any reasonable third party out-of-pocket costs that may be incurred by Landlord in connection with any proposed assignment of Tenant's interest in this Lease or any proposed subletting of the Premises or any part thereof, including, without limitation, attorneys' fees and disbursements and the costs of making investigations as to the acceptability of the proposed subtenant or the proposed assignee. (C) Neither an assignment of Tenant's interest in this Lease nor a subletting, occupancy or use of the Premises or any part thereof by any Person other than Tenant, nor shall the sameany collection of Rental by Landlord from any Person other than Tenant as provided in this Section 12.2, nor any application of any such Rental as provided in this Section 12.2 shall, in any circumstances, relieve Tenant of any of its obligations under this LeaseLease on Tenant's part to be observed and performed. (D) Any Person to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code or any state insolvency related statute shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall execute and deliver to Landlord upon demand an instrument confirming such assumption. No assignment of this Lease shall relieve Tenant of its obligations hereunder and, subsequent to any assignment, Tenant's liability hereunder shall continue notwithstanding any subsequent modification or amendment hereof or the release of any subsequent tenant hereunder from any liability, to all of which Tenant hereby consents in advance. (A) If Tenant assumes this Lease and proposes to assign ------------ the same pursuant to the provisions of the Bankruptcy Code or any state insolvency related statute to any Person who shall have made a bona fide offer --------- to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment shall be given to Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but in any event no later than ten

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Section 12.1 Except as otherwise provided in this Article 12, Tenant shall not: not (ia) assign this LeaseLease (whether by operation of law, direct or indirect transfers of interests in Tenant or otherwise, howsoever accomplished); or (iib) mortgage or encumber Tenant's ’s interest in this Lease, in whole or in part; or (iiic) sublet, or permit the subletting of, the Premises or any part thereof; or (d) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise by any person other than Tenant. Tenant shall not, in any advertisement for a subtenant or assignee, quote a rental rate lower than the rental rate then being paid by Tenant to Landlord, without in each instance, obtaining the prior written consent of Landlord. Notwithstanding the provisions of this Section 13.1, the use of the Premises by any Person AFFILIATED (as such term is hereinafter defined) with the Tenant or under the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises, provided Tenant is not in default and remains fully obligated pursuant to the terms and conditions of this Lease. For purposes of this Article 13, a Person shall be deemed to be an "affiliate" of the Tenant or under the "common control" of Comfort Systems USA, Inc., if such Person is a member of a "parent-subsidiary controlled group" as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended or a member of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended of which either Comfort Systems USA, Inc. or the Tenant, as the case may be, is a member. (B) Notwithstanding the provisions otherwise set forth in this Article 13, no reorganization, consolidation and/or restructuring of the Tenant or the sale or transfer of any of its stock shall be deemed an assignment of this Lease or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant to the terms and conditions of this Lease as Tenant. SECTION 13.2. Section 12.2 If Tenant's ’s interest in this Lease shall be assigned in violation of the provisions of this Article 1312, such assignment shall be invalid and of no force and effect against Landlord; provided, however, that Landlord may collect an amount equal to the then Fixed Rent plus any other item of Rental from such assignee as a fee for its use and occupancy. If the Premises or any part thereof are sublet to, or occupied by, or used by, any person Person other than Tenant, whether or not in violation of this Article 1312, Landlord, after default by Tenant beyond all applicable notice and grace periods under this Lease, may collect an amount equal to the then Fixed Rent plus any other items item of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancy, or use, whether with or without Landlord’s prior consent, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder, nor shall the same, in any circumstances, relieve Tenant of any of its obligations under this Lease. The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior consent of Landlord to any further assignment, subletting, occupancy or use, which consent shall be given or withheld in accordance with the provisions of this Lease as if Tenant were making the request. Any person to which this Lease is assigned with Landlord’s consent shall be deemed, without more to have assumed all of the obligations arising under this Lease from and after the date of such assignment and shall execute and deliver to Landlord, upon demand, an instrument confirming such assumption. Notwithstanding and subsequent to any assignment, Tenant’s primary liability hereunder shall continue notwithstanding (a) any subsequent amendment hereof, or (b) Landlord’s forbearance in enforcing against Tenant any obligation or liability, without notice to Tenant, to all of which Tenant hereby consents in advance. If any such amendment operates to increase the obligations of Tenant under this Lease, the liability under this Section 12.2 of the assigning Tenant shall continue to be no greater than if such amendment had not been made (unless such party shall have expressly consented in writing to such amendment). Section 12.3 (A) For purposes of this Article 12, (i) the sale or transfer of stock of the Tenant named in this lease shall not be deemed an assignment of this Lease provided such transfer is in furtherance of a good business purpose, provided however, that, other than with respect to the Tenant named in this Lease or a successor entity, the sale or transfer of a majority of the issued and outstanding capital stock of any corporate tenant, or of a corporate subtenant, or the transfer of a majority of the total interest in any partnership tenant or subtenant, or the transfer of control in any general or limited liability partnership tenant or subtenant, or the transfer of a majority of the issued and outstanding membership interests in a limited liability company tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease, or of such sublease, as the case may be, except that the transfer of the outstanding capital stock of any corporate tenant, or subtenant, shall be deemed not to include the sale of such stock by persons or parties, other than those deemed “affiliates” of Tenant within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended, through the “over-the-counter market” or through any recognized stock exchange, (ii) other than with respect to the stock of the Tenant named in this Lease provided such increase or issuance of stock or interests is in furtherance of a good business purpose, any increase in the amount of issued and/or outstanding capital stock of any corporate tenant, or of a corporate subtenant, or of the issued and outstanding membership interests in a limited liability company tenant or subtenant and/or the creation of one or more additional classes of capital stock of any corporate tenant or any corporate subtenant, in a single transaction or a series of related or unrelated transactions, resulting in a change in the legal or beneficial ownership of such tenant or subtenant so that the shareholders or members of such tenant or subtenant existing immediately prior to such transaction or series of transactions shall no longer own a majority of the issued and outstanding capital stock or membership interests of such tenant or subtenant, shall be deemed an assignment of this Lease, (iii) any person or legal representative of Tenant, to whom Tenant’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 12, and (iv) a modification, amendment or extension of a sublease shall be deemed a sublease. Tenant agrees to furnish to Landlord within ten (10) Business Days after a request is made by Landlord, such information and assurances as Landlord may reasonably request that neither Tenant, nor any previously permitted subtenant, has violated the provisions of this Article 12. (1) The provisions of clauses (a), (c) and (d) of Section 12.1 shall not apply to transactions with a corporation or limited liability company into or with which Tenant is merged or consolidated or with a Person to which substantially all of Tenant’s assets are transferred (provided such merger, consolidation or transfer of assets is for a good business purpose and not principally for the purpose of transferring the leasehold estate created by this Lease, and provided further, that the assignee has a net worth at least equal to or in excess of the net worth of Tenant as of the date immediately prior to such merger, consolidation or transfer), or, if Tenant is a general, limited or limited liability partnership, with a successor partnership, nor shall the provisions of clauses (a), (c) and (d) of Section 12.1 apply to transactions with an Affiliate of Tenant. Tenant shall have the right to enter into such transactions without Landlord’s prior consent but upon prior notice to Landlord. An Affiliate of Tenant shall have the right to use all or any portion of the Premises without Landlord’s consent but with prior notice to Landlord.

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Tenant Section 14.1 Except as otherwise expressly provided herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors, subtenants and assigns, expressly covenants that it shall not: (i) assign this Lease; or (ii) mortgage or encumber Tenant's interest in this Leasenot assign, in whole or in part; or (iii) subletmortgage, pledge, encumber, or permit otherwise transfer this Lease (other than for Tenant’s encumbrance of Tenant’s Property which shall be subject to the subletting ofprovisions of Section 14.13 hereof), nor sublet (nor underlet), nor suffer, nor permit, nor license the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord. Notwithstanding the provisions Landlord in each instance and any such assignment, mortgage, pledge, encumbrance, transfer, sublet, underlet, license or use, whether occurring voluntarily, by operation of this Section 13.1, the use of the Premises by any Person AFFILIATED (as such term is hereinafter defined) with the Tenant law or under the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may beotherwise, shall not be deemed an assignment of this Lease or a sublet of the Premises, provided Tenant and hereby is not in default and remains fully obligated pursuant to the terms and conditions of this Leaseexpressly prohibited. For purposes the purpose of this Article 1314, a Person an “assignment” shall be deemed to be an "affiliate" include (i) a sale of all or substantially all of Tenant’s assets, (ii) a transfer of the Premises for the remainder of or substantially all of the remainder of the Term, (iii) the merger or consolidation of Tenant into or under with any other Person, (iv) the "common control" acquisition by a Person or “group” (within the meaning of Comfort Systems USA, Inc., if such Person is a member the Securities Exchange Act of a "parent-subsidiary controlled group" 1934 and the rules of the Securities and Exchange Commission thereunder as such term is defined by Section 1563(a)(1in effect on the date hereof) of shares representing more than fifty percent (50%) of the Internal Revenue Code aggregate votes entitled to be cast at a meeting for the election of 1986directors of Tenant, (v) one or more sales or transfers of stock, partnership interests or membership interests of Tenant, by operation of law or otherwise, or the issuance of new stock or other equity interests in Tenant, as amended a result of which an aggregate of more than fifty percent (50%) of Tenant’s stock, partnership interests or membership interests shall be vested in a member Person or “group” (as defined above), and (vi) the acquisition by a Person or “group” (as defined above) of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2shares representing more than fifty percent (50%) of the Internal Revenue Code aggregate votes entitled to be cast at a meeting for the election of 1986directors of Tenant. If, except as amended otherwise specifically permitted herein, whether by operation of which either Comfort Systems USA, Inc. law or the Tenant, as the case may be, is a member. (B) Notwithstanding the provisions otherwise set forth in this Article 13, no reorganization, consolidation and/or restructuring of the Tenant or the sale or transfer of any of its stock shall be deemed an assignment of this Lease is assigned, or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant to the terms and conditions of this Lease as Tenant. SECTION 13.2. If Tenant's interest in this Lease shall be assigned in violation of the provisions of this Article 13, such assignment shall be invalid and of no force and effect against Landlord. If the Premises or any part thereof are sublet to, or occupied by, or used by, by any person Person other than Tenant, whether or not in violation of this Article 13Lease or the Premises are encumbered without Landlord’s consent, Landlordthen Landlord may, may after default by Tenant beyond applicable grace or notice periods, collect an amount equal to rent from the then Fixed Rent plus any other items of Rental assignee, subtenant or other sums paid by the subtenant, user or occupant as a fee for its use and occupancyoccupant, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such Rent, but no assignment, subletting, occupancy, occupancy or use, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any termthe provisions hereof, covenant or condition of this Lease or the acceptance by Landlord of such the assignee, subtenantsubtenant or occupant as a tenant, occupant or user as a release by Landlord of Tenant hereunder, nor shall from the same, in any circumstances, relieve further performance by Tenant of any of its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. Except to the extent expressly provided in Section 14.14 hereof, in no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others. Notwithstanding anything to the contrary contained herein, Tenant may not sublease less than 100% of Fifth Floor Space. Any assignment, sublease, mortgage, pledge, encumbrance, underlet, license or transfer in contravention of the provisions of this Article 14 shall be void and shall constitute a default hereunder. The limitations set forth in this Section 14.1 shall be deemed to apply to subtenant(s), assignee(s) and guarantor(s) of this Lease. Section 14.2 (a) Anything in the foregoing Section 14.1 to the contrary notwithstanding, transactions with an entity (i) into or with which Tenant is merged or consolidated, or (ii) to which substantially all of Tenant’s assets are transferred as a going concern (“Permitted Transferees”), shall not be deemed to be an assignment or subletting within the meaning of this Article 14 and shall not require Landlord’s consent; provided that, in the event of any of such transfers (whether effectuated through a single transaction or a series of transactions): (A) if such successor does not have (1) a tangible net worth, determined in accordance with GAAP consistently applied, equal to or greater than Four Hundred Million Dollars ($400,000,000), as such amount shall be increased on the fifth (5th) anniversary of the Commencement Date and every five (5) years thereafter by an amount equal to ten percent (10%) of the then amount, and (2) a net income for the immediately preceding year equal to or greater than Sixty Million Dollars ($60,000,000), as such amount shall be increased annually on January 1st of each year during the Term by the CPI Fraction (the tests set forth in clauses (1) and (2) above, collectively, the “Net Worth/Net Income Test”), then on or prior to the date of such transaction such successor shall furnish a Letter of Credit to Landlord in accordance with the terms of Article 30 hereof, which Letter of Credit shall be in an amount equal to the Security Deposit; (B) at least ten (10) days prior to the effective date of any such transaction, Tenant shall furnish proof reasonably satisfactory to Landlord that Tenant shall meet the Net Worth/Net Income Test upon the effectiveness of such transaction, or otherwise post a Letter of Credit pursuant to Article 30 hereof; (C) such successor shall be of good reputation, and engaged in a business or activity which is in keeping with the standards of the Building for office tenants and which is a Permitted Use in accordance with the provisions of Article 2 hereof; (D) such successor agrees directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting, except to the extent otherwise contained herein; (E) in no event shall Tenant be released from its obligations under this Lease; (F) any such transfer or transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease or avoiding the obligations under this Lease, including Section 14.9; (G) a duplicate original of such assignment or sublease, if any, shall be delivered to Landlord; and (H) Tenant shall reimburse Landlord on demand for any reasonable out-of-pocket costs and expenses, including, without limitation, reasonable legal costs, incurred by Landlord in connection with such transaction. 1. For purposes of this paragraph, a “sale of all or substantially all of Tenant’s assets” shall be deemed to include the transfer of all or substantially all of the stock or assets of AnnTaylor, Inc. to any entity other than another wholly-owned subsidiary of Tenant; provided that upon any such transfer of such stock or assets, the provisions of this sentence shall apply to such wholly-owned subsidiary.

ASSIGNMENT, SUBLETTING, MORTGAGE, ETC. (A) The Section 15.1. Except as otherwise provided in this Article 15, Tenant shall not: not (ia) assign this LeaseLease (whether by operation of law, transfers of interests in Tenant or otherwise); or (iib) mortgage or encumber Tenant's interest in this Lease, in whole or in part; or (iiic) sublet, or permit the subletting of, the Premises or any part thereof; or (d) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise by any person other than Tenant. Tenant shall not advertise or authorize a broker to advertise for a subtenant or assignee, without in each instance, obtaining the prior written consent of Landlord. Notwithstanding the provisions of this Section 13.1, the use of the Premises by any Person AFFILIATED (as such term is hereinafter defined) with the Tenant or under the COMMON CONTROL (as such term is hereinafter defined) of Comfort Systems USA, Inc., as the case may be, shall not be deemed an assignment of this Lease or a sublet of the Premises, provided Tenant is not in default and remains fully obligated pursuant to the terms and conditions of this Lease. For purposes of this Article 13, a Person shall be deemed to be an "affiliate" of the Tenant or under the "common control" of Comfort Systems USA, Inc., if such Person is a member of a "parent-subsidiary controlled group" as such term is defined by Section 1563(a)(1) of the Internal Revenue Code of 1986, as amended or a member of a "brother-sister controlled group" as such term is defined by Section 1563(a)(2) of the Internal Revenue Code of 1986, as amended of which either Comfort Systems USA, Inc. or the Tenant, as the case may be, is a member. (B) Notwithstanding the provisions otherwise set forth in this Article 13, no reorganization, consolidation and/or restructuring of the Tenant or the sale or transfer of any of its stock shall be deemed an assignment of this Lease or a sublet of the Premises, provided that the surviving entity resulting from such reorganization, consolidation and/or restructuring remains fully obligated pursuant to the terms and conditions of this Lease as Tenant. SECTION 13.2Section 15.2. If Tenant's interest in this Lease shall be assigned in violation of the provisions of this Article 1315, such assignment shall be invalid and of no force and effect against Landlord; provided, however, that Landlord may collect an amount equal to the then Fixed Rent plus any other item of Rental from the assignee as a fee for its use and occupancy. If the Premises or any part thereof are sublet to, or occupied by, or used by, \DMS\KWS\40736.5 -45- (a) any person other than subsequent amendment hereof, or (b) Landlord's forbearance in enforcing against Tenant any obligation or liability, without notice to Tenant, whether or to each of which Tenant hereby consents in advance. If any such amendment operates to increase the obligations of Tenant under this Lease, the liability under this Section 15.2 of the assigning Tenant shall continue to be no greater than if such amendment had not been made (unless such party shall have expressly consented in violation writing to such amendment). (A) For purposes of this Article 1315, Landlord(i) the transfer of a majority of the issued and outstanding capital stock of any corporate tenant, may collect an amount equal to the then Fixed Rent plus any other items or of Rental or other sums paid by the a corporate subtenant, user or occupant as the transfer of a fee for its use and occupancymajority of the total interest in any general or limited liability company, and shall apply the net amount collected to the Fixed Rent and the other items of Rental reserved in this Lease. No such assignment, subletting, occupancypartnership tenant or subtenant, or usethe transfer of control in any limited partnership tenant or subtenant, nor any such collection or application the transfer of Rental a majority of the issued and outstanding membership interest in a limited liability company tenant or fee for use and occupancysubtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, shall be deemed a waiver by Landlord an assignment of this Lease, or of such sublease, as the case may be, except that the transfer of the outstanding capital stock of any termcorporate tenant, covenant or condition subtenant, shall be deemed not to include the sale of such stock by persons or parties, other than those deemed "affiliates" of Tenant within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended, through the "over-the-counter market" or through any recognized stock exchange, (ii) any increase in the amount of issued and/or outstanding capital stock of any corporate tenant, or of a corporate subtenant, or of the issued and outstanding membership interests in a limited liability company tenant or subtenant and/or the creation of one or more additional classes of capital stock of any corporate tenant or any corporate subtenant, in a single transaction or a series of related or unrelated transactions, resulting in a change in the legal or beneficial ownership of such tenant or subtenant so that the shareholders or members of such tenant or subtenant existing immediately prior to such transaction or series of transactions shall no longer own a majority of the issued and outstanding capital stock or membership interest of such tenant or subtenant, shall be deemed an assignment of this Lease, except that the issuance or increase in the amount of issued and/or outstanding capital stock of any corporate tenant, or of a corporate subtenant, as part of a public offering or "stock-split" of such capital stock of such tenant or subtenant shall not be deemed to be an assignment of this Lease, (iii) an agreement by any other person or entity, directly or indirectly, to assume Tenant's obligations under this Lease shall be deemed an assignment, (iv) any person or legal representative of Tenant, to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 15, (v) a modification, amendment or extension of a sublease shall be deemed a sublease; and (vi) the change or conversion of Tenant to a limited liability company, a limited liability partnership or any other entity which possesses the characteristics of a limited liability shall be deemed an assignment. Tenant agrees to furnish to Landlord on request at any time such information and assurances as Landlord may reasonably request that neither Tenant, nor any previously permitted subtenant, has violated the provisions of this Article 15. (B) The provisions of clauses (a), (c) and (d) of Section 15.1 and Section 15.4(B)(3)(iii) shall not apply to transactions with a corporation or a limited liability company into or with which Tenant is merged or consolidated or with a Person to which substantially all of Tenant's assets are transferred (provided such merger, consolidation or transfer of assets is for a good business purpose and not principally for the purpose of transferring the leasehold estate created by this Lease, and provided further, that the assignee has a net worth at least equal to or in excess of the net worth of Tenant as of the date of this Lease and as of the date immediately prior to such merger or the acceptance by Landlord of such assigneetransfer, subtenantwhichever is greater) or, occupant or user as if Tenant hereunderis a partnership, with a successor partnership, nor shall the sameprovisions of clauses (a), in (c) and (d) of Section 15.1 apply to transactions with an entity that controls or is controlled by Tenant or is under common control with Tenant. Tenant shall notify Landlord before any circumstances, relieve Tenant of any of its obligations under this Leasesuch transaction is consummated.