Common use of Notwithstanding the foregoing Clause in Contracts

Notwithstanding the foregoing. (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

Notwithstanding the foregoing. (i) BNY Mellon may assign If any major component or transfer this Agreement any entire unit of the heating, ventilating or air conditioning system servicing the leased premises should fail or need replacement, the Landlord shall have the obligation to any BNY Mellon Affiliate repair and replace such component or transfer this Agreement in connection with a sale of a majority or more of unit at its assets, equity interests or voting control, sole cost and expenses provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair tenant is in full compliance with the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of Section 7.4 of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource lease. DES/BB Initial 9.3 In addition to any BNY Mellon Affiliate with respect Landlord's right to the performance approve of any one subtenant or more of assignee. Landlord shall have the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may option in its sole discretion, enter into an agreement in the event of any proposed subletting or agreements assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration for the Term. If Landlord recaptures under this Section only a financial printer or electronic services provider (“Vendor”) portion of the Premises, the rent to provide BNY Mellon with be paid form time to time during the ability to generate certain reports or provide certain functionality; provided, however, unexpired Term shall xxxxx proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that BNY Mellon shall ensure of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any assignmentoutstanding commission obligation on the part of Landlord with respect to this Lease, transferand any commissions which may be due and owing as a result of any proposed assignment or subletting, subcontractingwhether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant. 9.4 In the event that Tenant sells, hiringsublets, engaging assigns or other outsourcingtransfers this Lease, Tenant shall pay to Landlord as applicableadditional rent an amount equal to on hundred percent (100%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As such in this Section, under subsections "Increased Rent" shall mean the excess of (i) through all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ivii) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations rent otherwise payable by Tenant under this Lease at least as restrictive as those set forth in this Agreementsuch time. BNY Mellon shall not be obligated to perform any For purposes of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently foregoing, any consideration received by Tenant in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Servicesform other than cash shall be valued at its fair market value as determined by Landlord in good faith.

Notwithstanding the foregoing. (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale In the event of a majority merger or more consolidation of its assetsthe Company in which the consideration otherwise receivable in such merger or consolidation by the Holder upon exercise of the Warrant consists of anything other than cash or securities of an issuer whose equity securities are registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Holder shall be entitled to receive, upon exercise hereof, the consideration the Holder would be entitled to receive pursuant to Section 5.2(a). (ii) In the event of a merger or consolidation of the Company in which the consideration otherwise receivable in such merger or consolidation by the Holder upon exercise of the Warrant consists solely of securities of an issuer (a “Public Issuer”) whose equity interests securities are registered under the 1934 Act (other than cash in lieu of fractional shares), this Warrant may, at the option of the corporation surviving the merger or voting controlconsolidation, provided that BNY Mellon gives be converted into either the relevant Funds ninety right to receive an amount in cash equal to the number of Warrant Shares for which the Warrant is then being exercised, multiplied by the Market Price of a share of Common Stock (90) days' the “Cash Value”), or a warrant to acquire Common Stock of the Public Issuer. In the event the corporation surviving the merger or consolidation elects to convert this Warrant into the right to acquire Common Stock of the Public Issuer, the Warrant Price in effect immediately following such merger or consolidation shall equal the Warrant Price in effect immediately prior written notice to such merger or consolidation, multiplied by a fraction, the numerator of such assignment or transfer which shall be the Market Price of a share of Common Stock of the Public Issuer and such assignment or transfer does not impair the provision denominator of services under this Agreement in any material respectwhich shall be the Market Price of a share of Common Stock of the Company, and the assignee number of shares of Common Stock of the Public Company for which this Warrant shall be exercisable shall equal the number of Warrant Shares represented by this Warrant immediately prior to such merger or transferee agrees in writing to be bound consolidation, multiplied by all terms a fraction, the numerator of this Agreement in place which shall equal the Market Price of BNY Mellon; (ii) BNY Mellon may subcontract witha share of the Company and the denominator of which shall equal the Market Price of a share of the Public Issuer. For purposes hereof, hirethe term “Market Price” shall mean, engage or otherwise outsource to any BNY Mellon Affiliate with respect to any day, the performance average closing price of a share of Common Stock or other security for the 15 consecutive trading days preceding such day on the principal national securities exchange on which the shares of Common Stock or securities are listed or admitted to trading or, if not listed or admitted to trading on any one or more national securities exchange, the average of the functionsreported bid and asked prices during such 15 trading day period on the Nasdaq National Market or, services, duties if the shares of Common Stock or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall securities are not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to listed on the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY MellonNasdaq National Market, in the course over-the-counter market or, if the shares of providing certain additional services requested Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionalityCompany and the Holder; provided, however, that BNY Mellon if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that be determined in good faith by an independent investment banking firm selected jointly by the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon Company and the Vendor for Holder or, if that selection fails to be made within 15 days, by an independent investment banking firm selected by the provision American Arbitration Association in accordance with its rules. All fees and expenses of such services is then-currently independent investment banking firm that are incurred in effect. Upon request, BNY Mellon will disclose connection with the identity determination of Market Price shall be borne equally by the Vendor Company and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible ServicesHolder.

Notwithstanding the foregoing. (i) BNY Mellon may assign or transfer If the Company shall furnish to Holders requesting a registration statement pursuant to this Agreement Section 1.2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of the Company and its assets, equity interests or voting control, provided that BNY Mellon gives shareholders for such registration statement to be filed and it is therefore essential to defer the relevant Funds ninety (90) days' prior written notice filing of such assignment or transfer and such assignment or transfer does not impair registration statement, the provision of services under this Agreement in any material respect, and Company shall have the assignee or transferee agrees in writing right to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate defer taking action with respect to the performance such filing for a period of any one or not more than 90 days after receipt of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more request of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionalityInitiating Holders; provided, however, that BNY Mellon the Company may not utilize this right more than once in any twelve-month period. (ii) Upon written notice by the Company to Holders requesting a registration statement pursuant to this Section 1.2 stating that in the good faith judgment of the Board of Directors of the Company it would be advantageous to the Company to raise capital in the proposed registration, then the Company may offer shares for its own account in the proposed registration. If any underwriter in connection with the proposed registration advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders and the Company shall ensure prior so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to any assignmentthe amount of Registrable Securities owned by each Holder; provided, transferhowever, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject number of shares to written confidentiality, security and data protection obligations at least as restrictive as those set forth be offered for the account of the Company in this Agreement. BNY Mellon such underwriting shall not be obligated reduced unless all other securities are first entirely excluded from the underwriting; and, provided, further, however, that the number of shares of Registrable Securities to perform any be included in such underwriting shall not be reduced unless all other securities (other than shares to be offered for the account of the Vendor Eligible Services unless an agreement between BNY Mellon and Company) are first entirely excluded from the Vendor underwriting. In a registration pursuant to Section 1.2(a)(ii), if Registrable Securities held by a Series J Investor are excluded from the registration pursuant to this Section 1.2(c)(ii), then that registration will not be deemed to be a registration requested by the Series J Investors for the provision purposes of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationshipSection 1.2(d)(ii), and if Registrable Securities held by Holders other than Series J Investors are excluded from the registration pursuant to this Section 1.2(c)(ii), then that registration will not be deemed to be a Fund is free to attempt to contract directly with registration requested by the Vendor Holders for the provision purposes of the Vendor Eligible ServicesSection 1.2(d)(i).

Notwithstanding the foregoing. (i) BNY Mellon may assign or transfer this Agreement The applicable Issuer, the Property Manager, the Back-Up Manager and the Special Servicer, each may, consistent with the Servicing Standard, agree to any BNY Mellon Affiliate modification, waiver or transfer this Agreement amendment of any term of, forgive any payment on, and permit the release of the Tenant or Borrower on or any Lease Guarantor or Loan Guarantor, and approve of the assignment of a Tenant’s interest in its Lease or Borrower’s interest in its Mortgage Loan or the sublease of all or a portion of a Property (each, an “Amendment”) without the consent of the applicable Issuer, the Indenture Trustee, the Back-Up Manager or Noteholder or any other Person, provided that the Property Manager certifies to the Indenture Trustee that: (A) such Amendment is entered into for a commercially reasonable purpose in an arm’s-length transaction on market terms; and (B) subject to the provisions below, such Amendment shall not cause the Monthly DSCR to be less than 1.35; and (C) in the reasonable judgment of the applicable Issuer, the Property Manager and the Special Servicer, as the case may be, such Amendment is in the best interest of the Noteholders and (other than in connection with a sale Tenant or Borrower default or with respect to Lease Transfer Properties) will not have an adverse effect on the Collateral Value of the related Property or Mortgage Loan. (ii) Any Amendment that would cause the Monthly DSCR to fall below 1.35 shall require the approval of the Property Manager, if the Property Manager is not also the Special Servicer, in accordance with the Servicing Standard after notice thereof to the Indenture Trustee and Back-Up Manager. In the event that Property Manager shall fail to respond to any request for approval hereunder within such ten (10) Business Day period, the applicable Issuer may send a majority second notice, which shall state in capitalized, bold faced 16 point type at the top of the first page that: “If the Property Manager fails to approve or more of its assetsdisapprove the proposed Amendment within ten (10) Business Days, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respectAmendment shall be deemed approved”, and if the assignee Property Manager shall fail to respond to such second request within such ten (10) Business Day period, the Amendment shall be deemed approved by the Property Manager. (iii) Any Amendment in connection with a bona fide default by the Tenant or transferee agrees in writing Borrower shall not be subject to be bound by all the foregoing terms of this Agreement Section 3.16. Regardless of whether any Amendment is material or not, the Property Manager will give the Indenture Trustee prompt written notice thereof and shall indicate whether such action is being taken pursuant to the preceding sentence and upon request will deliver a copy of any documents executed in place connection therewith to the Rating Agencies and the Indenture Trustee. (iv) To the extent that the applicable Issuer is not entitled, under the terms of BNY Mellon; any Lease or Mortgage Loan, to withhold its consent to an assignment, subletting or assumption thereunder, the granting of such consent shall not be restricted by this Section 3.16. (iiv) BNY Mellon may subcontract withThe limitations, hire, engage or otherwise outsource conditions and restrictions set forth in Section 3.16(c)(i) above shall not apply to any BNY Mellon Affiliate Lease or Mortgage Loan with respect to which there exists a bona fide default by the performance of related Tenant or Borrower, any one Amendment or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party other action with respect to any Lease or Mortgage Loan that is required under the performance terms of any one such Lease or more Mortgage Loan or that is solely within the control of the functionsrelated Tenant or Borrower. (vi) Neither the Property Manager nor the Special Servicer shall be required to oppose the confirmation of a plan in any bankruptcy or similar proceeding involving a Tenant or Borrower if in their reasonable and good faith judgment such opposition would not ultimately prevent the confirmation of such plan or one substantially similar. (vii) The limitations, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds conditions and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those restrictions set forth in this Agreement. BNY Mellon Section 3.16(c)(i) above shall not be obligated apply to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and Property Manager’s or the Vendor for the provision of such services is then-currently Special Servicer’s ability to terminate a Lease or Mortgage Loan in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly accordance with the Vendor for the provision of the Vendor Eligible Servicesterms thereof.

Notwithstanding the foregoing. Tenant may, with prior notice to Landlord but without the requirement of Landlord's consent, Transfer the Lease to (i) BNY Mellon may assign the surviving entity upon a merger or transfer this Agreement to consolidation with SavWatt USA, Inc., so long as the surviving entity (taking into account any BNY Mellon Affiliate or transfer this Agreement financing utilized in connection with the transaction) has an equal or better financial condition and creditworthiness than the assigning Tenant had, at both the time of execution of this Lease and as of immediately before the merger or consolidation, (ii) any entity purchasing all of the assets of SavWatt USA, Inc., so long as the purchasing entity (taking into account any financing utilized in connection with the transaction)has an equal or better financial condition and creditworthiness than the Tenant had. at both the time of execution of this Lease and as of immediately before the asset sale, or (iii) a sale wholly-owned subsidiary of a majority Tenant or more to the 100% parent of its assetsTenant, equity interests so long as the subsidiary or voting controlparent (taking into account any financing utilized in connection with the transaction) has an equal or better financial condition and creditworthiness than the Tenant had, at both the time of execution of this Lease and as of immediately before the Transfer, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more case of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; foregoing (i) thru (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance which involves a Transfer of any one or more less than 100% of the functionsPremises, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing there shall (A) require the prior written consent be no reconfiguration of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunderPremises; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, provided however, that BNY Mellon shall ensure prior to (x) any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon such Transfer shall not be obligated to perform any effective until the transferor and transferee execute Landlord's standard form evidencing the Transfer, and (y) if Tenant is in Default hereunder at the time of the Vendor Eligible Services unless Transfer, at Landlord's sole option, such Transfer shall be null and void. Along with the notice, Tenant shall provide such documentation as is reasonably requested by Landlord to substantiate the applicability of this Section 11.2, such information to be certified to Landlord by the entity or person providing the information or an agreement between BNY Mellon officer, partner or owner thereof, as directed by Landlord. If Tenant is a publicly-traded company, and the Vendor for the provision of such services is then-currently applicable securities laws prevent disclosure to Landlord in effect. Upon request, BNY Mellon will disclose the identity advance of the Vendor and the status merger, consolidation or asset sale, then within five (5) days of the contractual relationshipmerger, consolidation or asset sale. Tenant shall provide such notice and documentation and execute Landlord's standard form evidencing the Transfer. Any such Transfer which does not require Landlord's consent under this Section 11.2 shall remain subject to all other provisions of Section 11.1, except that Landlord shall not have the recapture right under Section 11.1 as to such Transfer which does not require Landlord's consent. In furtherance of the foregoing, no such Transfer shall relieve Tenant from any obligations under this Lease (as the same may be modified, renewed or extended) and Tenant shall continue to have primary liability under this Lease (jointly and severally with the Transferee), and a Fund is free to attempt to contract directly with the Vendor for the provision in addition, such Transfer shall not release any guarantor from any obligations under any guaranty of the Vendor Eligible Servicesthis Lease.

Notwithstanding the foregoing. (i) BNY Mellon may assign no prior approval of the Landlord shall be required for the subletting of all or transfer a portion of the Premises or assignment of this Agreement Lease to any BNY Mellon Affiliate corporation or transfer other entity which is a parent or wholly-owned subsidiary of, or under common control with, the Tenant (a "Related Party"), except that (a) no subletting or assignment to a Related Party shall be made unless the Tenant shall have provided to the Landlord such information as the Landlord shall reasonably require such as, but not limited to, satisfactory evidence as to the relationship as parent, affiliate or subsidiary of the proposed subtenant or assignee, and evidence as to its legal existence and corporate (or other) authority to enter into the sublease or assignment and (b) if a Related Party to which all or a portion of the Premises has been sublet or to which this Agreement in connection with Lease has been assigned without Landlord's prior approval shall thereafter cease to be a sale of a majority or more of its assetsRelated Party, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior Tenant shall immediately give Landlord written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respectfact, and Landlord shall have the assignee right and option in its sole discretion to declare the sublease or transferee agrees in writing assignment pursuant to which such former Related Party occupies the Premises or any portion thereof to be bound by all terms of this Agreement in place of BNY Mellonnull and void and to require such entity to vacate the Premises within thirty (30) days following written notice from Landlord; and (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource the foregoing prohibition shall not apply to any BNY Mellon Affiliate with respect assignment of the Lease which would occur as a result of a merger, consolidation or reorganization of the Tenant's corporate structure, provided the Tenant shall have first provided to the performance Landlord such information as the Landlord may reasonably require relating to the merger, consolidation or reorganization, such as, but not limited to, satisfactory evidence of the relationship as a result of any one merger, consolidation or more reorganization of the functionsproposed assignee, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of evidence as to its liabilities or obligations hereunder legal existence and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates its corporate authority to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

Notwithstanding the foregoing. (i) BNY Mellon may assign or transfer the obligations of the Unity under Paragraph (a) of this Agreement Section 2 shall be subject to any BNY Mellon Affiliate or transfer this Agreement the condition that the Reviewing Party (as described in connection with a sale Paragraph (c) of a majority or more of its assets, equity interests or voting control, provided Section 10 hereof) shall not have determined that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does Indemnitee would not impair the provision of services be permitted to be indemnified under this Agreement in any material respectapplicable law, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource the obligation of Unity to any BNY Mellon Affiliate with respect make an advance payment of Expenses to Indemnitee pursuant to Paragraph (a) of Section 3 hereof (an “Expense Advance”) shall be subject to the performance of any one or more of condition that, if, when and to the functionsextent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing Unity shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Unity) for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionalityamounts theretofore paid; provided, however, that BNY Mellon shall ensure prior if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon law shall not be obligated binding and Indemnitee shall not be required to perform reimburse Unity for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Vendor Eligible Services unless an agreement between BNY Mellon and Reviewing Party or if the Vendor for Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free right to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.commence litigation seeking an