Assignment. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, each member of the Company Group and their respective successors and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.

Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder; provided, further, that the failure of any such successor to so assume this Agreement shall bind andconstitute a material breach of this Agreement. Executive shall not sell, transfer, assign, pledge, or hypothecate any of Executive’s rights or obligations under this Agreement, as applicable. Executive shall not borrow against Executive’s interest in this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive, each member of the Company GroupExecutive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and their respective successors and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.legatees.

Assignment. This Agreement is a personal contract and Executive may not sell, transfer, assign, pledge or hypothecate his rights, interests and obligations hereunder. Except as otherwise provided herein,herein expressly provided, this Agreement shall bindbe binding upon and shall inure to the benefit of Executive and his personal representatives and shall inure to the benefit of and be enforceable by Executive, each member ofbinding upon the Company Group and their respectiveits successors and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.assigns.

The Company may assign its rights and obligations under this Agreement to any of its affiliates or to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its affiliates. This Agreement shall bindbe binding upon and inure to the benefit of and be enforceable by Executive, each member of the Company GroupCompany, Executive and their respective successorssuccessors, assigns, personal and assigns; provided, however, thatlegal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law. Notwithstanding the rights and obligations offoregoing, Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interestentitled, to the extent permitted under applicable law and applicable Company including in the event that the Company shall effectArrangements, to select and change a reorganization, consolidate withbeneficiary or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assetsbeneficiaries to any other corporation, limited liability company, partnership, organization or other entity, in which event all referencesreceive compensation hereunder following Executive’s death by giving written notice thereof to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.Company.

Except as otherwise provided herein,below, rights and obligations of the Company under this Agreement shall bind and inure to the benefit of and shall be enforceable by Executive, each memberbinding upon the successors and assigns of the Company Group and their respective successors and assigns; provided, however,Company. Executive acknowledges that the rights andher obligations of Executive under this Agreement shallare personal services and, therefore, Executive may not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rightsher obligations under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.agreement.

The Company may assign its rights and obligations under this Agreement to any of its affiliates, including, without limitation, any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its affiliates. This Agreement shall bindbe binding upon and inure to the benefit of and be enforceable by Executive, each member of the Company GroupCompany, Executive and their respective successorssuccessors, assigns, personnel and assigns; provided, however, thatlegal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law. Notwithstanding the rights and obligations offoregoing, Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interestentitled, to the extent permitted under applicable law and applicable Company including in the event that the Company shall effectArrangements, to select and change a reorganization, consolidate withbeneficiary or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.|US-DOCS\116663163.2||

Successors and Assigns. This Agreement shallis intended to bind and inure to the benefit of and be enforceable by Executive, each member ofExecutive and the Company GroupCompany, and their respective successorssuccessors, assigns, heirs, executors and assigns; provided, however,administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the rights and obligationswritten consent of Executive under this Agreementthe Company, which shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.withheld unreasonably.

Assignment. Except as otherwise provided herein, thisThis Agreement, and all of Executive’s rights and duties under it, are not assignable or delegable by Executive. Any purported assignment or delegation by Executive will be null and void. This Agreement shall bind and inure to the benefit of andmay be enforceableassigned by Executive, each member of the Company Group and their respective successors and assigns; provided, however, thatto a person or entity which is an affiliate or a successor in interest to substantially all of its business operations. Upon such assignment, the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall havehereunder will become the rights and obligations of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to anyaffiliate or successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate withperson or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.entity.

Assignment. Except as otherwise provided herein,This Agreement, and each right, interest and obligation hereunder, may not be assigned by either party hereto without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except that this Agreement shall bindbe assigned to, and inure to the benefit of and be enforceable by Executive, each member ofassumed by, any person with or into which the Company Group and their respective successors and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate withmerges or merge into any other corporation, limited liability company, partnership, organizationconsolidates, or other entity, or transferwhich acquires all or substantially all of its propertiesassets, or assetswhich otherwise succeeds to and continues the Company’s business substantially as an entirety. Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency proceeding against Executive, or any other corporation, limited liability company, partnership, organizationruling, judgment, order, writ or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee. Executive hereby consents to such assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessary to make such assignment.decree.

Successor and Assigns. This Agreement shallis intended to bind and inure to the benefit of and be enforceable by Executive, each member ofExecutive and the Company Group and their respective successorssuccessors, heirs and assigns; provided, however, that the rights and obligations of Executive under this Agreement shall not be assignable. Each member of the Company Group (other than the Company) is an intended third party beneficiary hereof and shall have the rights of the Company as provided for herein. The Company may assign its rights under this Agreement without any such further consent of Executive to any successor in interest to the Company including in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, limited liability company, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, limited liability company, partnership, organization or other entity, in which event all references to the “Company” shall be deemed to mean the assignee or a designated affiliate of the assignee.assigns. Executive hereby consents to suchthe assignment as set forth in the immediately preceding sentence and further acknowledges and agrees that no further consent by Executive is necessaryof this Agreement to make such assignment.any of Company’s successors, assigns, or purchasers of its assets.