ARTICLE 20. Assignments of this Agreement or of Buyer .

     20.1.     Buyer shall not assign or transfer this Agreement, or any interest in this Agreement, without the prior written consent of Seller.  Seller may require, as a condition of such consent, that Seller (a) have a right to approve the instrument of assignment or transfer prior to the execution thereof, and/or (b) receive any and all amounts paid by an assignee or transferee, directly or indirectly, to Buyer, as consideration for such assignment or transfer.  No permitted assignment or transfer shall relieve Buyer of any of its liabilities or obligations under this Agreement.  Furthermore, no permitted assignment or transfer shall be valid unless and until Seller shall have received a true and complete copy of the instrument of assignment or transfer, together with the name and address of the assignee or transferee.  Notwithstanding any consent by Seller to any assignment or transfer of this Agreement, no assignee or transferee shall assign or transfer this Agreement without Seller's prior written consent hereunder in each instance.

     20.2.    Any assignment or transfer, directly or indirectly, of the following shall constitute an assignment of this Agreement and, as such, shall be subject to the provisions of Section 20.1, unless the transferee was theretofore an Affiliate of Buyer: (a) if Buyer is a partnership, a total of the majority of the general partnership interests in Buyer, (b) if Buyer is a Publicly Held corporation, partnership or trust, ownership or control of a total of more than five percent (5%) of the equity or beneficial interests in Buyer to a single person or entity or to Affiliates of that person or entity, or (c) if Buyer is not a Publicly Held corporation, partnership or trust, ownership or control of a total of more than thirty percent (30%) of the equity or beneficial interests in Buyer.

     20.3.     Seller may grant or withhold its consent under this Article in Seller's sole and absolute discretion.

     20.4.     Notwithstanding anything else contained in this Agreement to the contrary, any assignment or transfer, directly or indirectly, of this Agreement, or of any capital stock, partnership interest, or beneficial interest in or to Buyer, to a Prohibited Buyer is expressly prohibited.  Furthermore, no Prohibited Buyer may become a director, officer or trustee of Buyer.

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