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 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 Reviewing Party or if the 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 right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and each of the Vendor Eligible Services unless an agreement between BNY Mellon Company and the Vendor for Bank hereby consents to service of process and to appear in any such proceeding. Any determination by the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor Reviewing Party otherwise shall be conclusive and the status of the contractual relationship, binding on Unity and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible ServicesIndemnitee.

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.