No Transfer or Assignment. No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

Transfer; Assignment. Except as otherwise provided in [[Sections 5.6, 5.7.3, 5.7.4 and 5.7.5]5]5]5]]5]5] solely with respect to Options and except as otherwise provided below, Awards under the Plan shall not be Transferable by the Participant or exercisable by any person other than the Participant, and Awards under the Plan shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge:

Either party may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that ​ may transfer or assign its rights and obligations hereunder, in whole or in part, to # without ​’s consent, any affiliate or branch of ​ # that has a long-term issuer rating that is equal to or better than ​’s credit rating at the time of such transfer or assignment, or # whose obligations would be guaranteed by ​ or ​’s ultimate parent or # with ​’s consent (such consent not to be unreasonably withheld or delayed) any person or any person whose obligations would be guaranteed by a person (a “Designated Transferee”), in either case under this [clause (B)], with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to ​’s (or its guarantor’s), provided, however, that, in the case of this [clause (B)], in no event shall the credit rating of the Designated Transferee or of its guarantor (whichever is higher) be lower than ​ from Moody’s Investor Service, Inc. (or its successor) or A- from Standard and Poor’s Rating Group, Inc. (or its successor); provided further that, in the case of any transfer or assignment described in [clause [(A) or (B) above]e]], # an Event of Default, Potential Event of Default or Termination Event will not occur as result of such transfer and assignment, # ​ will not, as a result of such transfer and assignment, receive from the transferee or assignee on any payment date or delivery date an amount or number of Shares (after taking into account any amounts payable or deliverable under [Section 2(d)(i)(4)] of the Agreement), as applicable, lower than the amount or number of Shares, as applicable, that it would have been entitled to receive in the absence of such transfer or assignment, # ​ will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under [Section 2(d)(i)(4)] of the Agreement greater than an amount that ​ would have been required to pay ​ in the absence of such transfer of assignment, and # ​ shall cause the transferee or assignee to provide ​ with a duly completed and executed U.S. Internal Revenue Service Form W-9 or W-8 (or successor form), as applicable, and to make such Payee Tax Representations and provide such other tax documentation as may be reasonably requested by ​ to permit ​ to determine that events described in clauses (II) and (III) of this proviso will not occur upon or after such transfer or assignment. If at any time at which # the Equity Percentage exceeds 9.0% or # ​, ​ Group (as defined below) or any person whose ownership position would be aggregated with that of ​ or ​ Group (​, ​ Group or any such person, a “​ Person”) under Section 203 of the Delaware General Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of ​ applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to # the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator, but excluding reporting obligations arising under Section 13 of the Exchange Act as in effect on the Trade Date) of a ​ Person under Applicable Restrictions and with

Transfer and Assignment. The rights and obligations of an Executive under this Plan may not be transferred or assigned without the prior written consent of the Company. This Plan shall be binding upon any person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.

Dealer may transfer or assign its rights and obligations hereunder and under the Agreement (“Transfer”), in whole or in part, to any of its Affiliates that have a credit rating that is not lower than the credit rating of Dealer immediately prior to the proposed time of such Transfer (or whose obligations are guaranteed by an entity of equivalent credit quality) without the consent of Issuer. Dealer will provide prompt written notice of any such transfer to Issuer.

No Transfer. The PSUs granted hereunder may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated by the Employee other than by will or by the laws of descent and distribution, and any such purported sale, transfer, pledge, assignment or encumbrance, alienation or hypothecation shall be void and unenforceable against the Company and its Subsidiaries.

A Participant or Participant’s beneficiary shall have no right to anticipate, alienate, sell, transfer, assign, pledge or encumber any right to receive any Award made under the Plan, nor will any Participant or Participant’s beneficiary have any lien on any assets of the Company, or any affiliate thereof, by reason of any Award made under the Plan. No Award shall be in any manner subject to the debts, contracts, liabilities, engagements, or torts of any Participant.

No Assignment. The Executive represents and warrants that the Executive has not assigned any of the Claims being released under this Agreement. The Company may assign this Agreement, in whole or in part, to any affiliated company or subsidiary of, or any successor in interest to, the Company.

No Assignment. The rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon the parties hereto (including any person with which the either party respectively may merge or consolidate) and upon their respective heirs, executors and personal representatives. This Agreement is otherwise non-assignable by either party without the prior written consent of the other party.

No Assignment. This Agreement may not be assigned by Consultant without prior written consent of the Company. Upon any assignment of this Agreement by the Company, the Company shall provide Consultant notice within five (5) business days of such assignment.