Common use of Successors, Assigns and Transferees Clause in Contracts

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. (a) The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by EQT, CPPIB, or Bain to (i) any Holder Permitted Transferee (as defined in the Stockholders Agreement in connection with a Permitted Transfer), (ii) with respect to EQT, any transferee that acquires Registrable Securities in accordance with the Stockholders Agreement and (iii) with respect to CPPIB and Bain, any transferee that acquires more than 50% of its Affiliates the Registrable Securities held by CPPIB or Bain in accordance with the Stockholders Agreement, as applicable, and such transferee shall, with the consent of the transferring Holderapplicable Institutional Investor, be treated as a “Holder” an Institutional Investor and/or Holder (as determined by the applicable Institutional Investor) for all purposes of under this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoInstitutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits benefits, and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits benefits, and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). (b) Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Stockholders Agreement or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. (a) The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) the Institutional Investors; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder Institutional Investor to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring HolderInstitutional Investors, be treated as a “Holder” an Institutional Investor and/or Holder (as determined by the Institutional Investors) for all purposes of under this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoInstitutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). (b) Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Stockholders Agreement or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”)Agreement; provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. The rights This Agreement shall be binding upon and obligations of each party hereto may not be assigned, in whole or in part, without inure to the written consent benefit of the Company; provided, however, that notwithstanding the foregoing, the rights parties hereto and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates their respective permitted successors and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes assigns under this Section 11.2. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities; provided that (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that i) such transferee shall only be admitted as a party hereunder upon itsacquires such Registrable Securities in accordance with all of the terms of the Stockholders Agreement and this Agreement and pursuant to an express assignment from the transferor, his or her execution and delivery of (ii) such transferee executes a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by all of the terms transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”). Notwithstanding anything herein to the contrary, the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and conditions of this Agreement as if such Person were a party all other parties hereto (together shall be entitled to deal exclusively with the Management Stockholders and rely on the consent, waiver or any other documents action by the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder Management Stockholders as the transferring Holder with respect to consent, waiver or other action, as the transferred Registrable Securities (except that if the transferee was a Holder prior to case may be, of any such transfer, Permitted Transferees of such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)Management Stockholders.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) WP; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder WP to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of five percent (5%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring HolderWP, be treated in the same manner as a “Holder” WP for all purposes of this Agreement (subject to any limitations WP may impose on the transferee in writing) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially the form attached as Exhibit A heretoand substance acceptable to WP, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders WP determine are necessary to make such Person a party hereto), whereupon . WP will deliver any such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect joinder agreement to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)Company promptly following its execution.

Successors, Assigns and Transferees. The (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, howeverthat, that notwithstanding the foregoing, the rights and obligations of any member of the ABS Control Group set forth herein may be assigned, in whole or in part, by any Holder such member of the ABS Control Group, to any transferee of its Affiliates and Registrable Securities held by such transferee shall, with the consent member of the transferring HolderABS Control Group (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of the ABS Control Group that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, be treated as a “Holder” for all purposes of this Agreement including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance reasonably acceptable to the form attached as Exhibit A heretoCompany, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party. (b) If the Company is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a “Conversion Event”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive Equity Securities of any other Person (“Conversion Securities”), the issuer of such Conversion Securities (a “Conversion Security Issuer”) shall assume (in a writing delivered to the Company and the Investor Holders), with respect to such Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities issued by the Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such Conversion Securities, mutatis mutandis. The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 4.08(b).

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) the Institutional Investors holding at least 55% of the then-outstanding Registrable Securities held by all Institutional Investors; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, (a) by any Holder Institutional Investor to any Affiliate of its Affiliates such Institutional Investor, or to any transferee of Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring HolderInstitutional Investor, be treated as a “Holder” an Institutional Investor for all purposes of this Agreement or (b) by any Other Investor to any Permitted Transferee (as such term is defined in the Stockholders Agreement) to whom such Other Investor has transferred Registerable Securities pursuant to the terms and conditions of the Stockholders Agreement, and such transferee shall, with the consent of the transferring Other Investor, be treated as an Other Investor for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, provided further, that any such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially the form attached as Exhibit A heretoand substance acceptable to each Institutional Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Stockholders Agreement or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors, personal representatives and assigns under this Section 10.2. The rights and obligations of each party hereto Partnership may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Majority Voting Holders. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be assignedfor the benefit of and enforceable by any transferee of such Registrable Securities. Any holder of Registrable Securities may, at its election and at any time or from time to time, assign its rights under this Agreement, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Personsholder sells, collectively, are “Permitted Assignees”)assigns or otherwise transfers its shares of Registrable Securities; provided, further, provided that (i) such transferee acquires such Registrable Securities in accordance with any then applicable transfer restrictions in respect of such Registrable Securities, (ii) no such assignment shall only be admitted as a party hereunder binding upon its, his or her execution obligate the Partnership to any such transferee unless and delivery of until such transferee executes a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by all of the terms transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Partnership (each such transferee, a “Permitted Transferee”) and conditions (iii) the rights of the Unitholder to make a Demand Registration pursuant to Section 1.1 may only be assigned as a whole and not in part (and otherwise in accordance with the other provisions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transferproviso).

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority and the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any Registrable Securities, respectively); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder Investor to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Company Shares and such transferee shall, with the consent of the transferring HolderInvestor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement Agreement) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially the form attached as Exhibit A heretoand substance acceptable to each Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. The Each party may assign all or a portion of its rights and obligations of each hereunder to any Person to which such party hereto may not be assigned, Transfers (as defined in whole the Company Shareholders Agreement) all or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates Registrable Securities and such transferee shallto any Person that acquires Registrable Securities, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (in each Person to whom the rights and obligations are assigned case in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, the terms of the Company Shareholders Agreement or in compliance with the terms of any Co-Invest Agreement (collectively, are “Permitted Assignees”); provided, further, provided that such transferee Transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoSponsors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Sponsors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Transferring Holder with respect to the transferred Transferred Registrable Securities (except that if the transferee Transferee was a Holder prior to such transferTransfer, such transferee Transferee shall have the same rights, benefits and obligations with respect to the such transferred Transferred Registrable Securities as were applicable to Registrable Securities held by such transferee Transferee prior to such transferTransfer).

Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. The rights of members of the Holder Affiliated Group hereunder may be assigned (but only with all related obligations set forth below, and obligations provided that the rights of each party hereto LOR, Inc. in its capacity as the Holder hereunder may not be assigned, in whole or in part, assigned without the consent of the Company) in connection with a Transfer of Registrable Securities to a Permitted Transferee of such member. Without prejudice to any other or similar conditions imposed hereunder with respect to such assignment, no assignment permitted under the terms of this Section 8(d) will be effective unless and until the Holder has delivered to the Company written notice that such Permitted Transferee has become a member of the Holder Affiliated Group. A Permitted Transferee to whom rights are assigned pursuant to this Section 8(d) may not again assign those rights to any other Permitted Transferee other than as provided in this Section 8(d). The Company may not assign this Agreement without the prior written consent of the CompanyHolder; provided, however, that notwithstanding the foregoingCompany may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the rights and obligations set forth herein may be assignedCompany’s assets, in whole or in partsimilar transaction, by any Holder to any of its Affiliates and such transferee shall, with without the consent of the transferring Holder, be treated Holder so long as a “Holder” for the successor or acquiring Person agrees in writing to assume all purposes of this Agreement (each Person to whom the Company’s rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of under this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).. ​

Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of Holders shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the provisions contained herein. The rights and obligations of each party hereto a Holder hereunder may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and assigned (but only with all related obligations set forth herein may be assigned, below) in whole or connection with a Transfer of Registrable Securities effected in part, by any Holder to any of its Affiliates and such transferee shall, accordance with the consent of the transferring Holder, be treated as a “Holder” for all purposes terms of this Agreement (each Person to whom a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to such Transfer, no assignment permitted under the rights and obligations are assigned in compliance with terms of this Section 3.06 10(d) will be effective unless and until the Permitted Transferee to which the assignment is being made, if not a “Permitted Assignee” and all such PersonsHolder, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement has delivered to the Company the executed Joinder Agreement in substantially the form attached as Exhibit A hereto, hereto agreeing to be bound by the terms by, and conditions of be party to, this Agreement as if such Person were a party hereto (together with Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 10(d) may not again Transfer those rights to any other documents the Holders determine are necessary to make such Person a party hereto)Permitted Transferee, whereupon such Person will be treated other than as a Holder for all purposes of provided in this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transferSection 10(d).

Successors, Assigns and Transferees. The Each party may assign all or a portion of its rights and obligations of each hereunder to any Person to which such party hereto may not be assigned, Transfers (as defined in whole the Stockholders Agreement) all or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates Registrable Securities and such transferee shallto any Person that acquires Registrable Securities, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (in each Person to whom the rights and obligations are assigned case in compliance with this Section 3.06 is the terms of the Stockholders Agreement or in compliance with the terms of any Co-Invest Agreement, as applicable (each such Person, a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, provided that such transferee Transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoSponsors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Sponsors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Transferring Holder with respect to the transferred Transferred Registrable Securities (except that if the transferee Transferee was a Holder prior to such transferTransfer, such transferee Transferee shall have the same rights, benefits and obligations with respect to the such transferred Transferred Registrable Securities as were applicable to Registrable Securities held by such transferee Transferee prior to such transferTransfer).

Successors, Assigns and Transferees. The Each party may assign all or a portion of its rights and obligations of each hereunder to any Person to which such party hereto may not be assignedTransfers (as defined in the Stockholders Agreement), other than in whole a Public Sale (as defined in the Stockholders Agreement) all or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates Registrable Securities and such transferee shallto any Person that acquires Registrable Securities, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (in each Person to whom the rights and obligations are assigned case in compliance with this Section 3.06 is the terms of the Stockholders Agreement (including in the case of the Sponsors, to any Affiliate of such Sponsor or any Person that acquires Registrable Securities from such Sponsor other than in a Public Sale) (each such Person, a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, provided that such transferee Transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoSponsors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Sponsors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Transferring Holder with respect to the transferred Transferred Registrable Securities (except that if the transferee Transferee was a Holder prior to such transferTransfer, such transferee Transferee shall have the same rights, benefits and obligations with respect to the such transferred Transferred Registrable Securities as were applicable to Registrable Securities held by such transferee Transferee prior to such transferTransfer).

Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. The rights of members of the Holder Affiliated Group hereunder may be assigned (but only with all related obligations set forth below, and obligations provided that the rights of each party hereto LOR, Inc. in its capacity as the Holder hereunder may not be assigned, in whole or in part, assigned without the consent of the Company) in connection with a Transfer of Registrable Securities to a Permitted Transferee of such member. Without prejudice to any other or similar conditions imposed hereunder with respect to such assignment, no assignment permitted under the terms of this Section 8(d) will be effective unless and until the Holder has delivered to the Company written notice that such Permitted Transferee has become a member of the Holder Affiliated Group. A Permitted Transferee to whom rights are assigned pursuant to this Section 8(d) may not again assign those rights to any other Permitted Transferee other than as provided in this Section 8(d). The Company may not assign this Agreement without the prior written consent of the CompanyHolder; provided, however, that notwithstanding the foregoingCompany may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the rights and obligations set forth herein may be assignedCompany’s assets, in whole or in partsimilar transaction, by any Holder to any of its Affiliates and such transferee shall, with without the consent of the transferring Holder, be treated Holder so long as a “Holder” for the successor or acquiring Person agrees in writing to assume all purposes of this Agreement (each Person to whom the Company’s rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of under this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. Except as otherwise provided herein, this Agreement will bind and inure to the benefit and be enforceable by the Company and its successors and permitted assigns. The rights and obligations of each party hereto the Holders may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder the General Atlantic Holders to any of its Affiliates their Affiliates, or to any transferee of Registrable Securities that holds (after giving effect to such transfer) in excess of five percent (5%) of the then-outstanding Common Equity, and such transferee shall, with the consent of the transferring HolderMajority Investors, be treated as a “Holder” an Investor for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 11(e) is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that any such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A heretoJoinder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Investor for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring a General Atlantic Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)Securities.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority and the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any Registrable Securities, respectively); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder Investor to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Company Shares and such transferee shall, with the consent of the transferring HolderInvestor, be treated as a “Holder” an "Investor" for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a "Holder" for all purposes of this Agreement) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “"Permitted Assignee” " and all such Persons, collectively, are “"Permitted Assignees”"); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially the form attached as Exhibit A heretoand substance acceptable to each Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns who agree in writing to be bound by the provisions of this Agreement. The rights of members of the Holder Affiliated Group hereunder may be assigned (but only with all related obligations set forth below, and obligations provided that the rights of each party hereto LOR, Inc. in its capacity as the Holder hereunder may not be assigned, in whole or in part, assigned without the consent of the Company) in connection with a Transfer of Registrable Securities to a Permitted Transferee of such member. Without prejudice to any other or similar conditions imposed hereunder with respect to such assignment, no assignment permitted under the terms of this Section 9(d) will be effective unless and until the Holder has delivered to the Company written notice that such Permitted Transferee has become a member of the Holder Affiliated Group. A Permitted Transferee to whom rights are assigned pursuant to this Section 9(d) may not again assign those rights to any other Permitted Transferee other than as provided in this Section 9(d). The Company may not assign this Agreement without the prior written consent of the CompanyHolder; provided, however, that notwithstanding the foregoingCompany may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the rights and obligations set forth herein may be assignedCompany’s assets, in whole or in partsimilar transaction, by any Holder to any of its Affiliates and such transferee shall, with without the consent of the transferring Holder, be treated Holder so long as a “Holder” for the successor or acquiring Person agrees in writing to assume all purposes of this Agreement (each Person to whom the Company’s rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of under this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns who agree in writing to be bound by the provisions of this Agreement. The rights and obligations provisions of each party this Agreement which are for the benefit of the parties hereto other than the Company may not be assignedtransferred or assigned to any Person in connection with a transfer of Registrable Securities unless such Person signs a joinder agreement to this Agreement in form and substance reasonably acceptable to the Company. Except as provided in Section 4 with respect to an Indemnified Party, nothing expressed or mentioned in whole this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, or in part, without the written consent respect of the Companythis Agreement or any provision herein contained. The rights of Wayzata hereunder may be assigned (but only with all related obligations as set forth below) in connection with a transfer of Registrable Securities to a Permitted Transferee; provided, however, that notwithstanding (i) the foregoingtransferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights and obligations set forth herein may be are being assigned, in whole or in part, by any Holder . Without prejudice to any of its Affiliates and other or similar conditions imposed hereunder with respect to any such transferee shalltransfer, with no assignment permitted under the consent of the transferring Holder, be treated as a “Holder” for all purposes terms of this Agreement (each Person Section 4.4 will be effective unless the transferee to whom which the rights assignment is being made, if not a Wayzata Party, has ​ ​ delivered to the Company a written acknowledgment and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially form and substance reasonably satisfactory to the form attached as Exhibit A hereto, agreeing to Company that the transferee will be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) the Investor(s) holding a majority of the then-outstanding Registrable Securities held by the Investor(s) and its assigns; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder the Investor(s) to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the written consent of the transferring HolderInvestor(s), be treated as a “Holder” Holder for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 6.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially the form attached as Exhibit A heretoand substance acceptable to each Holder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Company Stockholders Agreement or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. Except as otherwise provided herein, this Agreement will bind and inure to the benefit and be enforceable by the Company and its successors and permitted assigns and the Stockholders and their respective successors and permitted assigns (whether so expressed or not). The rights and obligations of each party hereto the Stockholders may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder the Stockholders to their Affiliates or to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of five percent (5%) of the then-outstanding Common Equity, and such transferee shall, with the consent of the transferring HolderStockholders holding a majority of Registrable Securities, be treated as a “Holder” Stockholder for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 9(e) is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that any such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement Joinder to this Agreement in substantially the form attached as of Exhibit A heretoB, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder Stockholder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder a Stockholder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)Securities.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) the Majority Institutional Investors; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder Institutional Investor to any transferee of Registrable Securities that holds (after giving effect to such transfer) together with its Affiliates Affiliates, in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring HolderInstitutional Investor, be treated as a “Holder” Institutional Investor for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoMajority Institutional Investors, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Majority Institutional Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Company Stockholders Agreement or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder (i) to any of its Affiliates or (ii) to any Person that is not an Affiliate in connection with the sale to such Person of Registrable Securities with a liquidation preference or market value in excess of $15 million, and any such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”)Agreement; provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. (a) The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) the Institutional Investors; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, without such consent by any Holder Institutional Investor to (A) an Affiliate of such Institutional Investor that holds Company Shares or (B) any Person who receives Company Shares upon a distribution in kind by Arsenal and who is not permitted under Rule 144 under the Securities Act to dispose of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement Company Shares without limitation (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance reasonably acceptable to the form attached as Exhibit A heretoInstitutional Investors and the Company, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Institutional Investors and the Company reasonably determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder an Institutional Investor and/or Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder an Institutional Investor and/or Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). (b) Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Stockholders Agreement, the Letter Agreement, or any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. The rights This Agreement shall be binding upon and obligations of each party hereto may not be assigned, in whole or in part, without inure to the written consent benefit of the Company; provided, however, that notwithstanding the foregoing, the rights parties hereto and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates their respective permitted successors and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes assigns under this Section 11.2. The provisions of this Agreement which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities, provided that (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that i) such transferee shall only be admitted as a party hereunder upon itsacquires such Registrable Securities in accordance with all of the terms of the Stockholders Agreement and pursuant to an express assignment from the transferor, his or her execution and delivery of (ii) such transferee executes a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by all of the terms transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”). Notwithstanding anything herein to the contrary, the Management Stockholders must exercise all rights hereunder on behalf of any of their Permitted Transferees and conditions of this Agreement as if such Person were a party all other parties hereto (together shall be entitled to deal exclusively with the Management Stockholders and rely on the consent, waiver or any other documents action by the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder Management Stockholders as the transferring Holder with respect to consent, waiver or other action, as the transferred Registrable Securities (except that if the transferee was a Holder prior to case may be, of any such transfer, Permitted Transferees of such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)Management Stockholders.

Successors, Assigns and Transferees. (a) The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) the Shareholder; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder the Shareholder to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Registrable Securities, and such transferee shall, with the consent of the transferring HolderShareholder, be treated as a “Holder” the Shareholder and/or Holder (as determined by the Shareholder) for all purposes of under this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 3.07 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance acceptable to the form attached as Exhibit A heretoShareholder, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine Shareholder determines are necessary to make such Person a party hereto), whereupon such Person will be treated as the Shareholder and/or a Holder Holder, as applicable, for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder Shareholder and/or a Holder, as applicable, with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). (b) Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by any other agreement to which any Holder may be a party.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the CompanyCompany and the ▇▇▇▇▇▇▇▇ Holders Majority (for so long as the ▇▇▇▇▇▇▇▇ Holders hold any Registrable Securities); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in partpart and only with respect to such transferred Registrable Securities, by any Holder Investor to (i) any Affiliate or equityholder of its Affiliates such Investor or (ii) any transferee who receives from such Investor in such transfer at least 1% of the Registrable Securities (subject to appropriate adjustment for any stock dividends, splits, combinations, recapitalizations or similar transactions) and such transferee shall, with the consent of the transferring HolderInvestor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement Agreement) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 5.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that the Company shall have received (i) written notice of such transferee shall only be admitted as a party hereunder upon its, his or her execution assignment and delivery of (ii) a joinder agreement with respect to this Agreement substantially in substantially the form attached as Exhibit A hereto, agreeing to be bound Annex B hereto executed by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto)assignee, whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).the

Successors, Assigns and Transferees. (a) The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Companyother party; provided, howeverthat, that notwithstanding the foregoing, the rights and obligations of the Holders set forth herein may be assigned, in whole or in part, by any Holder to any Affiliate of its Affiliates and such transferee shall, with the consent any Holder that otherwise acquires shares of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement Common Stock or Common Stock Equivalents (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as . (b) If the Company is a party hereunder upon itsto any merger, his amalgamation, consolidation, exchange or her execution and delivery other similar transaction (a “Conversion Event”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive shares of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions Common Stock of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto(“Conversion Securities”), whereupon the issuer of such Person will be treated as Conversion Securities shall assume (in a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect writing delivered to the transferred Registrable Securities (except that if Company and the transferee was a Holder prior to such transferHolders), such transferee shall have the same rights, benefits and obligations with respect to such transferred Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities as were applicable issued by the Company continue to Registrable Securities be outstanding and held by such transferee prior the Holders following a Conversion Event) and this Agreement shall apply with respect to such transferConversion Securities, mutatis mutandis. The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 3.06(b).

Successors, Assigns and Transferees. The rights This Agreement shall be binding upon and obligations of each party hereto may not be assigned, in whole or in part, without inure to the written consent benefit of the Company; provided, however, that notwithstanding the foregoing, the rights parties hereto and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates their respective permitted successors and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes assigns under this Section 11.2. The provisions of this Agreement (each Person which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities; provided that such transferee acquires such Registrable Securities in accordance with all of the terms of the Limited Liability Company Agreement and pursuant to whom an express assignment from the rights transferor; and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of executes a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by all of the terms transferor's obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a "Permitted Transferee"). Notwithstanding anything herein to the contrary, unless the LLC otherwise consents (such consent not to be unreasonably withheld), the Management Stockholders, if any, must exercise all rights hereunder on behalf of any of their Permitted Transferees and conditions of this Agreement as all other parties hereto shall be entitled to deal exclusively with the Management Stockholders, if such Person were a party hereto (together with any, and rely on the consent, waiver or any other documents action by the Holders determine are necessary to make such Person a party hereto)Management Stockholders, whereupon such Person will be treated as a Holder for all purposes of this Agreementif any, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to consent, waiver or other action, as the transferred Registrable Securities (except that case may be, of any such Permitted Transferees of such Management Stockholders, if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)any.

Successors, Assigns and Transferees. The rights This Agreement shall be binding upon and obligations of each party hereto may not be assigned, in whole or in part, without inure to the written consent benefit of the Company; provided, however, that notwithstanding the foregoing, the rights parties hereto and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates their respective permitted successors and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes assigns under this Section 11.2. The provisions of this Agreement (each Person which are for the benefit of a holder of Registrable Securities shall be for the benefit of and enforceable by any transferee of such Registrable Securities; provided that such transferee acquires such Registrable Securities in accordance with all of the terms of the Limited Liability Company Agreement of Poseidon LLC and pursuant to whom an express assignment from the rights transferor; and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of executes a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by all of the terms transferor’s obligations hereunder, including, without limitation, Section 5 hereof, copies of which shall have been delivered to the Company (each such transferee, a “Permitted Transferee”). Notwithstanding anything herein to the contrary, unless Poseidon LLC otherwise consents (such consent not to be unreasonably withheld), the Management Stockholders, if any, must exercise all rights hereunder on behalf of any of their Permitted Transferees and conditions of this Agreement as all other parties hereto shall be entitled to deal exclusively with the Management Stockholders, if such Person were a party hereto (together with any, and rely on the consent, waiver or any other documents action by the Holders determine are necessary to make such Person a party hereto)Management Stockholders, whereupon such Person will be treated as a Holder for all purposes of this Agreementif any, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to consent, waiver or other action, as the transferred Registrable Securities (except that case may be, of any such Permitted Transferees of such Management Stockholders, if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer)any.

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company, the Monarch Holders Majority and the Oaktree Holders Majority (for so long as the Monarch Holders and the Oaktree Holders hold any Registrable Securities, respectively); provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder Investor to any transferee of its Affiliates Registrable Securities that holds (after giving effect to such transfer) in excess of one percent (1%) of the then-outstanding Company Shares and such transferee shall, with the consent of the transferring HolderInvestor, be treated as an “Investor” for all purposes of this Agreement (it being understood that, without such consent from the transferring Investor, such transferee shall be treated as a “Holder” for all purposes of this Agreement Agreement) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially the form attached as Exhibit A heretoand substance acceptable to each Investor, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders Investors determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

Successors, Assigns and Transferees. The (a) Subject to Section 2.03, the rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the CompanyCompany and (ii) Investor Holdco, or, if Investor Holdco is no longer a Holder of Registrable Securities, then the Majority Holders; provided, howeverthat, that notwithstanding the foregoing, the rights and obligations of any member of the ABS Control Group set forth herein may be assigned, in whole or in part, by any Holder such member of the ABS Control Group, to any transferee of its Affiliates and Registrable Securities held by such transferee shall, with the consent member of the transferring HolderABS Control Group (including the members of Investor Holdco and their Affiliates) and to any Affiliate of a member of the ABS Control Group that otherwise acquires Company Shares or Company Share Equivalents in accordance with this Agreement, be treated as a “Holder” for all purposes of this Agreement including in accordance with Section 2.03) (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 4.08 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”); provided, provided further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement agreement, in substantially form and substance reasonably acceptable to the form attached as Exhibit A heretoCompany, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine Company reasonably determines are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to the such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer). Nothing herein shall operate to permit a transfer of Registrable Securities otherwise restricted by the Limited Liability Company Agreement of Investor Holdco, as amended from time to time, or any other agreement to which any Holder may be a party. (b) If the Company is a party to any merger, amalgamation, consolidation, exchange or other similar transaction (a “Conversion Event”) pursuant to which Registrable Securities are converted into or exchanged for securities or the right to receive Equity Securities of any other Person (“Conversion Securities”), the issuer of such Conversion Securities (a “Conversion Security Issuer”) shall assume (in a writing delivered to the Company and the ABS Control Group), with respect to such Conversion Securities, all rights and obligations of the Company hereunder (which assumption shall not relieve the Company of its obligations hereunder to the extent that any Registrable Securities issued by the Company continue to be outstanding and held by a Holder following a Conversion Event) and this Agreement shall apply with respect to such Conversion Securities, mutatis mutandis. The Company will not effect any Conversion Event unless the issuer of the Conversion Securities complies with this Section 4.08(b).

Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the CompanyParent; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement (each Person to whom the rights and obligations are assigned in compliance with this Section 3.06 is a “Permitted Assignee” and all such Persons, collectively, are “Permitted Assignees”)Agreement; provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).