This Agreement may not be assigned by Buyer without the prior written consent of Seller.  Any transfer of direct or indirect interests in Buyer shall be deemed to be an assignment of this Agreement by Buyer.  Notwithstanding the foregoing, Buyer may assign this Agreement to an entity that is controlled and majority owned directly and indirectly by American Realty Capital New York City REIT, Inc. or New York REIT, Inc. without Seller’s consent, provided that Buyer gives Seller at least five (5) days’ notice prior to any such assignment and proof reasonably satisfactory to Seller that the assignee satisfies the foregoing requirements, provided that Buyer will continue to remain primarily liable under this Agreement notwithstanding any such designation.  Buyer represents and warrants to Seller that Buyer is controlled by, and a wholly owned direct or indirect subsidiary of, American Realty Capital New York City REIT, Inc..