Common use of Successors and Assigns; Assignment Clause in Contracts

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions (a) This Mortgage and each and every provision hereof shall inure to the benefit of, and be binding uponupon the Borrower and its successors and assigns (including, the successorswithout limitation, permitted assigns, heirs, executors each and administrators every record owner from time to time of the parties hereto Mortgaged Property or any other person having an interest therein), and shall inure to the benefit of the Agent and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and be enforceable by each Person who shall be a holder binding on any successor owners of the SharesLand. In the event that the ownership of the Mortgaged Property or any portion thereof becomes vested in a person or persons other than the Borrower, Parent Warrantsthe Agent may, Replacement Warrants without notice to the Borrower, deal with such successor or successors in interest of the Borrower with reference to this Mortgage and the Debt in the same manner as with the Borrower without in any way releasing or discharging the Borrower from its obligations hereunder. The Borrower will give immediate written notice to the Agent of any conveyance, transfer or change of ownership of the Mortgaged Property, but nothing in this Section shall vary or negate the provisions of Section 12 hereof. (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if anyc) and/or Subsidiary Warrants (if any) from time to time. This Agreement The rights and obligations of Borrower under this Mortgage may not be assigned and any purported assignment by a party hereto without Borrower shall be null and void. Agent shall have the prior written consent right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other party hereto; provided that Silver Lake mayLoan Documents (including the sale of participation interests therein), upon written notice thereof to the Company and without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Agent in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Agent or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents. The Agent is authorized to make to any assignee or prospective assignee of the Company Loan or any other party heretothe Loan Documents, but subject to any such assignee agreeing in writing in a form reasonably acceptable to whatever disclosures regarding the Company to be bound by Borrower or the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Mortgaged Property it considers advisable.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Agreement shall be binding upon, the provisions hereof and shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to their respective successors and assigns. Without limiting Karlsson’s rights under the benefit of and be enforceable by each Person who shall be a holder of the SharesLoan Documents, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake Karlsson may, upon written notice thereof to the Company and without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Company Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same; and provided further that the assignee agrees to be bound by the provisions of Sections 5(b)(3)-(5) the Fourth Extension Agreement. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other party heretotransfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the contrary in any Loan Document or in the Purchase Agreement, but subject to the provisions of this Section 19, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser, or to be a counterparty to an assignment, of the Note (whether such assignee agreeing in writing potential purchaser, or counterparty to an assignment, of the Note wishes to purchase, or receive the assignment of, the Note and the Loan Documents in a form reasonably acceptable free-standing transaction or contemplates such purchase, or receipt of an assignment, of the Note as a part of a larger transaction or series of transactions involving any Prospect Party or any of its assets). Karlsson or any director, shareholder, employee, Affiliate or Representative (each as defined in the Purchase Agreement) or agent of Karlsson (each, a “Karlsson Party”) may, in connection with (A) Karlsson’s efforts to sell, assign or otherwise dispose of the Company Note; (B) any restructuring of the indebtedness represented by the Note and the Loan Documents; or (C) any “assignment” (as defined in the Note), disclose any information related to Parent or any of its subsidiaries as such Karlsson Party shall deem appropriate in its sole discretion; provided, however, that prior to providing any non-public information regarding Parent or any of its subsidiaries, Karlsson shall obtain from the person to which disclosure is to be made an executed confidentiality agreement which shall provide that (i) such person agrees to be bound by the terms of Section 5.06 of the Purchase Agreement, and conditions (ii) Parent and its subsidiaries are intended third party beneficiaries of such confidentiality agreement. This Section 19 of this Agreement as an "Investor"amends, assign its rights supersedes and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion replaces Section 19 of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Third Extension Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except to the extent set forth herein, Alon Brands will not sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement. Following the Closing, the Investor may sell, assign and transfer its rights hereunder only to its Permitted Transferees (as defined below); provided that each such transferee shall be, and shall expressly agree to be, bound by this Agreement to the same extent as the Investor as if such transferee were an original party to this Agreement and provided further that any costs and expenses of any nature, including but not limited to taxes, associated with such transfer shall be borne by the Investor. No sale, assignment, transfer or other conveyance of any or all of the rights and interests of the Investor hereunder or in the Note shall amend, modify or otherwise adversely affect in any respect the rights of Alon Brands under or arising pursuant to this Agreement or the Note or increase the obligations of Alon Brands, or impose additional obligations on Alon Brands, under or with respect to this Agreement or the Note. Except as otherwise expressly provided limited herein, the provisions hereof this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors upon and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who the Investor and Alon Brands and their respective permitted successors and assigns. Any determination or decision regarding the compliance of Alon Brands with the terms of one or more of this Agreement or the Note, the existence of any default or Event of Default hereunder, the acceleration of the maturity of the Loan, the waiver of any default or Event of Default hereunder or of compliance with any agreement or covenant of Alon Brands in this Agreement or the Note or with respect to any other matters relating to the administration of this Loan Agreement or the Note and the determination and agreement to amend the terms of this Agreement or the Note shall be a holder made by the Investor notwithstanding the sale, assignment, transfer or other conveyance of any right or interest in or under this Agreement or the Note by the Investor or any Permitted Transferee to any Permitted Transferee or other Person, and the determinations, decisions and actions of the SharesInvestor in any and all such matters and regards, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof including as to the Company amendment of this Agreement or the Note shall be final, conclusive and without binding on any and all Persons purchasing, having assigned or transferred to them or otherwise acquiring any or all rights and interests in, under or to this Agreement or the consent Note to the same extent as if such Person or Persons expressly agreed thereto in writing. By their acceptance of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company interest or right, each such Person acquiring any such rights and interest specifically agrees to be bound by the foregoing terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThe rights and obligations of the Parties hereunder shall attach to their successors and permitted assigns. Supplier shall have the right to assign this Agreement or any of the rights granted to Supplier hereunder, including without limitation, the provisions hereof shall inure right to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure assign any interests under this Agreement to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if anya) and/or Subsidiary Warrants (if any) lenders providing financing to Supplier from time to timetime and (b) to any third party acquiring all or substantially all of Supplier’s assets or equity, provided that such third party is not a Competitor and agrees in writing to assume all of Supplier’s obligations hereunder. This Agreement may Except as provided in this Section 18.0, Supplier shall not assign, or grant any lien or encumbrance on, any property of Customer (including finished goods). Customer shall not have the right, without Supplier’s prior written consent, which consent shall not be assigned by a party hereto without the prior written consent unreasonably withheld, conditioned or delayed, to assign this Agreement or any of the other party heretorights, obligations or interests of Customer hereunder, in whole or in part, by operation of law, pursuant to a change of control, or otherwise; provided provided, however, that Silver Lake may, upon written notice thereof Customer shall have the right without Supplier’s consent to the Company and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder under this Agreement to any Affiliate of Parent or to any third party acquiring all or substantially all of Customer’s assets or equity, provided that (i) such Affiliate or third party agrees in writing to any assume all of its Affiliates and/or Customer’s obligations hereunder, and (ii) with respect Customer and such third party have confirmed in writing to Supplier that (A) it then-currently has Manufacturing Requirements substantially similar to or greater than Customer’s then-current Manufacturing Requirements, and (B) its then-current forecasts for Manufacturing Requirements for the remainder of the Term are substantially similar to or greater than Customer’s then-current forecasts for Manufacturing Requirements for the remainder of the Term. Notwithstanding the foregoing, in the event a non-Affiliate third party acquires all or substantially all of Customer’s assets or equity, such third party shall thereafter only be bound by the purchase commitment in Section 4.1 for the volume that is Customer’s and any other member of the Universal Music Group’s volume (i.e., no Customer Affiliate not part of the Universal Music Group immediately prior to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof transaction shall be assignable bound by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Lessor, the provisions hereof shall inure to the benefit of, and be binding uponLessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Lessees, the Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup I Noteholders), Subsidiary Stock Purchase Rightsthe Master Collateral Agent (for the benefit of the ARG Trustee as Beneficiary under the Master Collateral Agency Agreement), IPO Valuation Warrants any other Indemnified Person, and their respective successors and assigns; provided, however, that neither the Guarantor nor any Lessee (if anyexcept as expressly provided herein) and/or Subsidiary Warrants shall have the right to assign its rights or delegate its duties under this Lease without (if anyi) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup I Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoLessee to rent Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Lessee to permit an Other Permitted User to use Vehicles leased by the Named Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities Other Permitted User in accordance with the terms of this Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents), (y) the right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in Section 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions (a) This Mortgage and each and every provision hereof shall inure to the benefit of, and be binding uponupon Mortgagor and its successors and assigns (including, the successorswithout limitation, permitted assigns, heirs, executors each and administrators every record fee owner from time to time of the parties hereto Property or any other person having an interest therein), and shall inure to the benefit of Mortgagee and its successors and assigns. (b) All of the covenants of this Mortgage shall run with the Land and Property and be enforceable by each Person who shall be a holder binding on any successor owners, lessors, and lessees of the SharesLand and Property. In the event that the fee interest in the Property or the ownership of the Personal Property or any portion thereof becomes vested in a person or persons other than Mortgagor, Parent WarrantsMortgagee may, Replacement Warrants without notice to Mortgagor, deal with such successor or successors in interest of Mortgagor with reference to this Mortgage and the Obligations in the same manner as with Mortgagor without in any way releasing or discharging Mortgagor from its obligations hereunder. Mortgagor will give immediate written notice to Mortgagee of any conveyance, transfer or change of ownership of the Property, but nothing in this Section shall vary or negate the provisions of Section 4 hereof. (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if anyc) and/or Subsidiary Warrants (if any) from time to time. This Agreement The rights and obligations of Mortgagor under this Mortgage may not be assigned and any purported assignment by a party hereto without Xxxxxxxxx shall be null and void. Mortgagee shall have the prior written consent right to sell, assign or transfer portions of its right, title and/or interest in and to this Mortgage and the other party hereto; provided that Silver Lake maySecurity Documents (including the sale of participation interests therein), upon written notice thereof to the Company and without the consent or approval of Mortgagor, and Xxxxxxxxx agrees to cooperate in all respects with Mortgagee in connection therewith, including, without limitation, the Company execution of all documents and instruments reasonably requested by Mortgagee or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms transferee provided that such documents and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to instruments do not materially adversely affect any of its Affiliates and/or (ii) with respect to Mortgagor’s duties or obligations under this Mortgage and the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Security Documents.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Group IV Lessor, the provisions hereof shall inure to the benefit of, and be binding uponGroup IV Lessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Group IV Lessees, the Group IV Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup IV Noteholders), Subsidiary Stock Purchase Rightsthe Additional Permitted Beneficiaries, IPO Valuation Warrants the Master Collateral Agent (if anyfor the benefit of the Trustee on behalf of the Group IV Noteholders), any other Indemnified Person, and their respective successors and assigns; PROVIDED, HOWEVER, that neither the Guarantor nor any Group IV Lessee shall have the right to assign its rights or delegate its duties under this Lease without (i) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Group IV Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup IV Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoGroup IV Lessee to rent Group IV Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Group IV Lessee to permit an Other Permitted User to use Group IV Vehicles leased by the Named Group IV Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities Other Permitted User in accordance with the terms of this Lease (but the Named Group IV Lessee shall remain fully liable for its obligations under this Lease and the other Group IV Related Documents), (y) the right of any Group IV Lessee to share certain of the Group IV Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in SECTION 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this SECTION 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Group IV Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and (a) This Agreement shall inure to the benefit of and be enforceable by each Person who shall be a holder of binding upon the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to timeParties and their respective successors and assigns. This Agreement may shall not be assigned or transferred by a party hereto either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding the foregoing, no consent shall be required for the following: (i) Any assignment of this Agreement by Seller to any Project Investors as collateral security for obligations under the financing documents entered into with such Project Investors; (ii) Any assignment by the Project Investors to a third party heretoafter the Project Investors have exercised their foreclosure rights with respect to this Agreement or the Project; (iii) Any assignment or transfer of this Agreement by Seller to an Affiliate of Seller; or (iv) Any assignment or transfer of this Agreement by Seller to a Person succeeding to all or substantially all of the assets of Seller, provided that Silver Lake maysuch Person is a Qualified Transferee. (c) An assignee shall be afforded no additional rights, upon written notice thereof interests or remedies beyond those specifically granted to the Company assignor in this Agreement. The Party seeking to assign or transfer this Agreement shall be solely responsible for paying all costs and without expenses, including attorney’s and advisor fees of any such assignment. (d) Buyer acknowledges that upon an event of default under any financing documents relating to the consent Project, subject to receipt by Buyer of Notice, any of the Company Project Investors may (but shall not be obligated to) assume, or any other cause its designee or a new lessee or buyer of the Project that is a Qualified Transferee to assume, all of the interests, rights and obligations of Seller thereafter arising under this Agreement, provided that Buyer’s interests, rights and obligations under this Agreement will remain in full force and effect. (e) If the rights and interests of Seller in this Agreement shall be assumed, sold or transferred as herein provided, and the assuming party hereto, but subject to any such assignee agreeing shall agree in writing in a form reasonably acceptable to the Company to be bound by and to assume, the terms and conditions hereof and any and all obligations to Buyer arising or accruing hereunder from and after the date of such assumption, then Seller shall be released and discharged from the terms and conditions hereof and each such obligation hereunder from and after such date, and Buyer shall continue this Agreement with the assuming party as if such Person had been named as Seller under this Agreement. Notwithstanding any such assumption by any of the Project Investors or a designee thereof, Seller shall not be released and discharged from and shall remain liable for any and all obligations to Buyer arising or accruing hereunder prior to such assumption. (f) The provisions of this ARTICLE 14 are for the benefit of the Project Investors as well as the Parties hereto, and shall be enforceable by the Project Investors as express third-party beneficiaries hereof. Buyer hereby agrees that none of the Project Investors, nor any bondholder or participant for whom they may act or any trustee acting on their behalf, shall be obligated to perform any obligation or be deemed to incur any liability or obligation provided in this Agreement as an "Investor", assign its rights and obligations hereunder (i) on the part of Seller or shall have any obligation or liability to any of its Affiliates and/or (ii) Buyer with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable this Agreement except to the Company; and provided, further, that, following the Closing, the provisions extent any of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other them becomes a party hereto) hereto pursuant to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this ARTICLE 14.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, This Agreement and the provisions hereof other Cash Participation Documents shall be binding upon and inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and their respective heirs, personal representatives, successors and assigns. Each party to this Agreement or the other Cash Participation Documents may assign all or any portion of its interest hereunder or thereunder, provided that (i) each assignment shall inure expressly be made subject to the benefit provisions of this Section 9.e and (ii) simultaneously with such assignment, the assignee shall expressly assume all duties, obligations and liabilities relating to the assigned interests. The assignee shall execute, acknowledge (when applicable) and deliver to each other party to this Agreement and the other Cash Participation Documents an agreement whereby the assignee (x) assumes all obligations, duties and liabilities of the assigning party to the extent of the interest being assigned pursuant to such assignment, (y) to the extent of the interest being assigned, agrees to be personally bound by and upon all covenants, agreements, terms, provisions and conditions hereof on the part of the assigning party to be performed or observed, and (z) agrees that the provisions of this Section 9.e shall continue in full force and effect and be enforceable by each Person who shall be a holder binding upon the assignee. Any assignment of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This interests in this Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and without the consent of the Company or any other party heretoCash Participation Document made without full compliance with the preceding sentence shall be null and void for all purposes. Notwithstanding anything contained herein, but subject in any other Transaction Document or any document referred to any such assignee agreeing in writing in a form reasonably acceptable to herein or therein or contemplated hereby or thereby (including without limitation, the Company to be bound by assumption requirements of the terms and conditions second sentence of this Section 9.e), in no event shall any assignment by any party hereto of its interests (or any part thereof) under this Agreement as an "Investor", assign its rights and obligations hereunder or any other Cash Participation Document (i) to modify or limit any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent right or power of any other party heretohereunder or thereunder or (ii) affect or reduce any obligation, duty or liability of the assigning party, and all obligations, duties and liabilities of the assigning party under this Agreement or such other Cash Participation Document shall continue in full force and effect as obligations, duties and liabilities of a principal and not of a guarantor or surety, enforceable against the assigning party as a principal, as though no assignment or assumption had been made. Nothing in this Section 9.e shall be construed to any Person who shall from time to time become a holder of any such securities in accordance with modify the non-recourse provisions of the Standstill Section 8 of this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein(a) Whenever in this Agreement or any other Related Document reference is made to any party, the provisions hereof such reference shall inure be deemed to the benefit of, and be binding upon, include the successors, permitted assigns, heirsheirs and legal representatives of such party, executors and administrators and, without limiting the generality of the parties hereto foregoing, all representations, warranties, covenants and other agreements made by or on behalf of the Company in this Agreement and the Related Documents shall inure to the benefit of the successors and be enforceable by each Person who assigns of the Purchasers; provided, however, that nothing herein shall be a holder deemed to authorize or permit the Company to assign any of its rights or obligations under this Agreement or any Related Documents to any other person and the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) Company covenants and agrees that it shall not make any such assignment. The Purchasers from time to time. This Agreement : (a) may not be assigned by a party hereto without the prior written consent assign all or any portion(s) of the other party hereto; provided that Silver Lake mayrights, upon written notice thereof powers, privileges, remedies and interests of, and/or the Loans owed to the Company Purchasers under this Agreement or any other Related Document (b) may furnish and without the consent of disclose financial statements, documents and other information pertaining to the Company or any other party hereto, but subject Company Subsidiary or to any potential assignee and (c) may take any and all other actions that the Purchasers may determine (in its sole and absolute discretion) to be necessary or appropriate in connection with any such assignee agreeing assignment, or participation; in writing in each case, unless otherwise required below, without notice to or consent of any Borrower or any other Person. (b) The Purchasers may assign to one or more assignees (each an "Assignee") all or a form reasonably acceptable portion of its rights under this Agreement. The parties to each assignment shall execute and deliver to the Company a copy of the Assignment and Assumption Agreement to be bound by the terms Purchasers; provided, that any failure or delay in giving any such copy shall not affect the validity of any such assignment. The Company agrees to execute and conditions deliver such amendments to or restatements of this Agreement and the Related Documents as an "Investor"may be reasonably required to reflect any such assignment (including, assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closingwithout limitation, the provisions delivery of Articles Isuch replacement notes as are reasonably required to reflect any such assignment). (c) The Company covenants and agrees to furnish copies of financial statements, II reports and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without other documents required under this Agreement directly to such potential assignees as the consent of any other party hereto) to any Person who shall Purchasers or such assignee from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubtmay, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)request.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Group IV Lessor, the provisions hereof shall inure to the benefit of, and be binding uponGroup IV Lessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Group IV Lessees, the Group IV Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup IV Noteholders), Subsidiary Stock Purchase Rightsthe Additional Permitted Beneficiaries, IPO Valuation Warrants the Master Collateral Agent (if anyfor the benefit of the Trustee on behalf of the Group IV Noteholders), any other Indemnified Person, and their respective successors and assigns; PROVIDED, HOWEVER, that neither the Guarantor nor any Group IV Lessee shall have the right to assign its rights or delegate its duties under this Lease without (i) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Group IV Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup IV Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoGroup IV Lessee to rent Group IV Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Group IV Lessee to permit an Other Permitted User to use Group IV Vehicles leased by the Named Group IV Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities Other Permitted User in accordance with the terms of this Lease (but the Named Group IV Lessee shall remain fully liable for its obligations under this Lease and the other Group IV Related Documents), (y) the right of any Group IV Lessee to share certain of the Group IV Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in SECTION 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in SECTION 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this SECTION 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Group IV Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser's rights under this Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake maySeller, upon which consent may be withheld absolutely except Purchaser may assign this Agreement to a to-be-formed entity sponsored by Purchaser or its affiliates, so long as Purchaser delivers written notice thereof to Seller of such assignment at least fourteen (14) days prior to scheduled Closing Date and so long as the Company source of funds used to pay the Purchase Price is the same source of funds controlled by Purchaser on the Effective Date. In the event Seller consents to an assignment for which Seller's consent is required, Purchaser and without such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as EXHIBIT F. Any subsequent assignment may be made only with the prior written consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the Company or any other benefit of Seller and Purchaser; there are no third party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser's consent, but notwithstanding such assignment and up to a pro rata portion conveyance of the Parent WarrantsProperty to Seller's assignee, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to released from its controlled Affiliates)obligations under this Agreement.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and This Agreement shall inure to the benefit of and be enforceable by each Person who binding upon the parties hereto and their respective successors and permitted assigns. In general, Buyer shall be a holder of not have the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time right to time. This assign this Agreement may not be assigned by a party hereto or any interest herein without the prior written consent of Seller; provided, however, Buyer shall have the other party hereto; provided that Silver Lake mayright to assign this Agreement to an affiliate which the Buyer controls, upon is controlled by or is under common control with, without Seller’s prior written notice thereof consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the Company and without same. Notwithstanding the consent foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) ten (10) days from the date of the Company assignment, or (ii) ten (10) business days prior to the Closing. Seller shall have no right to assign this Agreement or any other party heretointerest herein without Buyer’s prior written consent, but subject which may be withheld for any or no reason, provided, however, that Seller may give to any such assignee agreeing in writing in an institutional lender a form reasonably acceptable to the Company to be bound by the terms and conditions collateral assignment of this Agreement as an "Investor"to secure Seller’s obligations to such lender. Furthermore, either Seller and/or Buyer may assign its rights and obligations hereunder under this Agreement to a “qualified intermediary” in order to facilitate, at no cost or expense to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to any a qualified intermediary shall not relieve either party of its Affiliates and/or respective obligations hereunder; and (ii) with respect if Seller notifies Buyer that Seller has assigned its rights under the Agreement to a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer instructs Title Company to wire proceeds to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) qualified intermediary or to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable entity as instructed by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Seller.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, terms and be binding upon, the successors, permitted assigns, heirs, executors and administrators conditions of the parties hereto and this Agreement shall inure to the benefit of and be enforceable by each Person who shall be a holder binding upon the respective successors and assigns of the Sharesparties (including permitted transferees of any Shares or Consideration Shares sold hereunder or any Investor Common Stock issued upon conversion of the Warrants). Nothing in this Agreement, Parent Warrantsexpress or implied, Replacement Warrants (if any)is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, Subsidiary Stock Purchase Rightsremedies, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to timeobligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. This Agreement and the rights and obligations herein may not be assigned by a party hereto the Investor and the Existing Shareholders without the prior written consent of all the other party heretoparties hereto except to a parent corporation; provided that Silver Lake mayprovided, upon written notice thereof however, that, subject to any transfer restrictions otherwise applicable to any Investor Shares, the Company's and Existing Shareholders' rights under Article IV may be transferred or assigned by the Company and without or an Existing Shareholder to any transferee of all or any portion of the consent Investor Shares of the Company or any other party heretosuch Existing Shareholder, but subject as the case may be, if: (i) the transfer to any such assignee agreeing transferee is permitted under the Securities Act and applicable state securities law or exemption therefrom; (ii) the aggregate amount of Investor Shares that will be held by the transferee after giving effect to such transfer is not less than, in the case of a transfer of Consideration Shares, 20% of the number of Consideration Shares outstanding after giving effect to the transactions contemplated by this Agreement and in the case of shares of Investor Common Stock underlying Warrants, 100,000 shares; (iii) the Company or the Existing Shareholder agrees in writing in with the transferee or assignee to assign such rights, and a form reasonably acceptable copy of such agreement is furnished to the Company Investor after such assignment; (iv) the Investor is furnished with written notice of (A) the name and address of such transferee or assignee and (B) the securities with respect to which such rights are being transferred or assigned; (v) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws; (vi) the transferee or assignee agrees in writing for the benefit of the Investor to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion all of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companyprovisions contained herein; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof (vii) such transfer shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities have been made in accordance with the provisions applicable requirements of the Standstill this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the The provisions hereof of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors upon and administrators of the parties hereto and shall inure to the benefit of the heirs, executors, administrators, successors and be enforceable by each Person who shall be a holder assigns of the Sharesparties. However, Parent WarrantsHunter Fiat shall not assign, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent transfer or in any manner hypothecate any or all of the other party hereto; provided that Silver Lake may, upon written notice thereof rights and obligations of Hunter Fiat under this Agreement or with respect to the Company and without Site except to the extent permitted by this Agreement. Without limiting the effect of any other provision of this Agreement, Hunter Fiat or any permitted transferee of Hunter Fiat shall have the right, with the consent of the Company City, which consent shall not be unreasonably withheld, (a) to sell, convey, transfer, lease, leaseback, assign, hypothecate or in any manner dispose of all or any other party heretopart of its interests in the Site, but subject this Agreement or the Auto Dealership, to any person or entity which controls or which is under common control with Hunter Fiat or (b) to transfer by will, trust or operation of law all or any part of its interests in the Site, this Agreement or the Auto Dealership, or (c) to transfer in trust all or any part of its interests in the Site, this Agreement or the Auto Dealership. Hunter Fiat shall give notice of said proposed transfer not less than thirty (30) days, in advance, to the City.‌ Without limiting the effect of any other provision of this Section 6.15, in the event of any sale, conveyance, transfer, lease, leaseback, assignment, hypothecation or other disposition which is permitted by this Agreement or, otherwise, which is made with the consent of the City, the Dealer shall have the right to retain and not delegate the obligations under the Dealer Note. The City shall be given thirty (30) days’ notice in advance and either (i) the City shall have received evidence satisfactory to it, that such assignee agreeing proposed successor in writing interest to Hunter Fiat has manufacturers’ approval and Hunter Fiat shall remain liable for all amounts due under the Dealer Note hereof or such successor has assumed in writing, in a form reasonably and manner acceptable to the Company to be bound by City, the terms and conditions obligations of the Dealer under this Agreement as an "Investor"and specifically the obligation to pay all amounts due under the Dealer Note in which case, assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Hunter Fiat shall be assignable by any holder of Sharesreleased from all amounts payable under the Dealer Note, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).or

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and (a) This Agreement shall inure to the benefit of and be enforceable by each Person who shall be a holder of binding upon the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to timeParties and their respective successors and permitted assigns. This Agreement may and a Party's rights, obligations and interests shall not be assigned or transferred by a party hereto either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding the foregoing, no consent shall be required for the following assignment if the assignee has demonstrated experience and ability and a level of creditworthiness to perform and assume obligations under other agreements similar to this Agreement with the other Persons: (i) Any collateral assignment of this Agreement by Seller to any senior lien Project Investors as collateral security for Seller's obligations under the financing documents entered into with such Project Investors; (ii) Any assignment by the Project Investors to a third party hereto; in connection with a foreclosure of the Project Investor's mortgage and lien on the Project; (iii) Any assignment or transfer of this Agreement by Seller to an Affiliate of Seller and the Guarantor; (iv) Any assignment or transfer of this Agreement by Seller to a Person succeeding to all or substantially all of the assets of Seller, provided that Silver Lake maysuch Person’s creditworthiness and the creditworthiness of any provider of Performance Assurance is equal to or better than that of Seller, upon written notice thereof there is an assignment and assumption agreement among all Parties and the assignee and the Performance Assurance in place at such time is replaced by equal or better security by assignee; and (v) Any assignment or transfer of this Agreement by Buyer to any Other Buyer or to any Other Solar Project Buyer. (c) An assignee shall be afforded no additional rights, interests or remedies beyond those specifically granted to the Company assignor in this Agreement. The Party seeking to assign or transfer this Agreement shall be solely responsible for paying all costs and without expenses, including attorney’s and advisor fees of any such assignment. (d) Buyer acknowledges that upon an event of default under any financing documents relating to the consent Project, subject to receipt by Buyer of Notice, and further subject to rights of Other Buyers, any of the Company Project Investors may (but shall not be obligated to) assume, or any cause its designee or a new lessee or buyer of the Project with demonstrated experience and ability and a level of creditworthiness to perform and assume obligations under other party heretorenewable energy power purchase agreements similar to this Agreement, but subject to assume, all of the interests, rights and obligations of Seller thereafter arising under this Agreement; provided, that, regardless of whether any such Project Investor or its designee assumes all of the interests, rights and obligations of Seller thereafter arising under this Agreement, the Performance Assurance and security required to be posted by Seller is replaced by the assignee agreeing and Buyer’s interests, rights, remedies, benefits, privileges, and obligations under this Agreement will remain in full force and effect, including the right to terminate this Agreement. (e) If the rights and interests of Seller in this Agreement shall be assumed, sold or transferred as herein provided, and the assuming party shall agree in writing in a form reasonably acceptable to the Company to be bound by and to assume, the terms and conditions hereof and any and all obligations to Buyer arising or accruing hereunder from and after the date of such assumption, then Seller shall be released and discharged from the terms and conditions hereof except with respect to obligations arising prior to the assignment, and each such obligation hereunder from and after such date except with respect to obligations and covenants which survive expiration or early termination, but not any obligation or liability owned, accrued, incurred, or relating to the period prior to the date of such assumption, and Buyer shall continue this Agreement with the assuming party as if such Person had been named as Seller under this Agreement; provided, however, that if any such Person assumes this Agreement as an "Investor"provided herein, assign its rights Buyer acknowledges and agrees that such Persons shall not be personally liable for the performance of such obligations hereunder (i) except to the extent of the required Performance Assurance and the total interest of the Project Investors in the Project. Notwithstanding any such assumption by any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to Project Investors or a pro rata portion of the Parent Warrantsdesignee thereof, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than released and discharged from and shall remain liable for any and all obligations to its controlled Affiliates)Buyer arising or accruing hereunder prior to such assumption.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and This Agreement shall inure to the benefit of and be enforceable by each Person who binding upon the parties hereto and their respective successors and permitted assigns. In general, Buyer shall be a holder of not have the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time right to time. This assign this Agreement may not be assigned by a party hereto or any interest herein without the prior written consent of Seller; provided, however, Buyer shall have the other party hereto; provided that Silver Lake mayright to assign this Agreement to an affiliate which the Buyer controls or to an entity (or subsidiary of an entity) for which Buyer acts as the Investment Advisor, upon without Seller’s prior written notice thereof consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the Company and without same. Notwithstanding the consent foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) ten (10) business days after the date of the Company assignment, or (ii) ten (10) business days prior to the Closing. Seller shall have the right to assign this Agreement or any other party heretointerest herein to an entity related to Seller without Buyer’s consent, but subject to any such assignee agreeing in writing in a form reasonably acceptable assignment, and assumption by such assignee, of Seller’s obligation hereunder shall not release Seller from its obligations and liability hereunder unless Buyer shall have specifically agreed to the Company to be bound by the terms and conditions of this Agreement as an "Investor"same. Furthermore, either Seller and/or Buyer may assign its rights and obligations hereunder under this Agreement to a “qualified intermediary” in order to facilitate, at no cost ,expense or liability to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to any a qualified intermediary shall not relieve either party of its Affiliates and/or respective obligations hereunder; and (ii) with respect if Seller notifies Buyer that Seller has assigned its rights under the Agreement to a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer wires proceeds to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) qualified intermediary or to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closingentity as instructed by Seller. In connection with any Section 1031 like-kind exchange, the provisions of Articles I, II and IX hereof Closing shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (delayed and Buyer shall not be obligated to sign any document other than to its controlled Affiliates)a simple consent.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser’s rights under this Agreement may not be assigned by a party hereto without the prior written consent of Seller, which consent may be withheld absolutely. In the other party hereto; provided that Silver Lake mayevent Seller consents to such assignment, upon Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as Exhibit E. Any subsequent assignment may be made only with the prior written consent of Seller. Notwithstanding the foregoing consent requirement, with no later than five (5) business days’ prior written notice thereof to Seller, Purchaser may assign this Agreement to any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser, and which satisfy the Company and without the consent requirements of the Company or any other party heretoSection 4.3 hereof, but subject to provided further that any such assignee agreeing complies with Seller’s “know your customer” policy in writing in a form reasonably acceptable to accordance with Section 4.5 hereof. No assignment of Purchaser’s rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the Company to be bound by the terms benefit of Seller and conditions Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser’s consent, and up to upon such assignment and a pro rata portion conveyance of the Parent WarrantsProperty to Seller’s assignee, Replacement Warrants (Seller shall be released from all obligations under this Agreement, “Seller” shall thereafter refer to and only to such assignee, and Purchaser agrees to look solely to such assignee for performance of all of Seller’s obligations under this Agreement. Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if any)such illegal, Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companyinvalid or unenforceable provision had never comprised a part of this Agreement; and provided, further, that, following the Closingand, the remaining provisions of Articles Ithis Agreement shall remain in full force and effect and shall not be affected by such illegal, II and IX hereof invalid, or unenforceable provision or by its severance from this Agreement. Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be assignable by any holder of Sharesentitled to recover, Parent Warrantsin addition to all other remedies or damages, Replacement Warrantsas provided herein, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any reasonable attorneys’ fees incurred in such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)suit.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser’s rights under this Agreement may not be assigned by a party hereto without the prior written consent of Seller, which consent may be withheld absolutely. In the other party hereto; provided that Silver Lake mayevent Seller consents to such assignment, upon Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as Exhibit E. Any subsequent assignment may be made only with the prior written consent of Seller. Notwithstanding the foregoing consent requirement, with no later than five (5) business days’ prior written notice thereof to Seller, Purchaser may assign this Agreement to any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser, and which satisfy the Company and without the consent requirements of the Company or any other party heretoSection 4.3 hereof, but subject to provided further that any such assignee agreeing complies with Seller’s “know your customer” policy in writing in a form reasonably acceptable to accordance with Section 4.5 hereof. No assignment of Purchaser’s rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the Company to be bound by the terms benefit of Seller and conditions Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser’s consent, and up to upon such assignment and a pro rata portion conveyance of the Parent WarrantsProperty to Seller’s assignee, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder released from all obligations under this Agreement, “Seller” shall thereafter refer to and only to such assignee, and Purchaser agrees to look solely to such assignee for performance of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent all of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Seller’s obligations under this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinWhenever in this Agreement or any other Purchase Document reference is made to any Party, the provisions hereof such reference shall inure be deemed to the benefit of, and be binding upon, include the successors, permitted assigns, heirsheirs and legal Representatives of such party, executors and administrators and, without limiting the generality of the parties hereto foregoing, all representations, warranties, covenants and other agreements made by or on behalf of the Purchaser in this Agreement and the other Purchase Documents shall inure to the benefit of the successors and be enforceable by each Person who assigns of the Seller; provided, however, that nothing herein shall be a holder deemed to authorize or permit the Purchaser or SPG to assign any of its rights or obligations under this Agreement or any other Purchase Document to any other Person (whether or not an Affiliate of the Shares, Parent Warrants, Replacement Warrants (if anyPurchaser), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) and the Purchaser covenants and agrees that it shall not make any such assignment. The Seller from time to time. This : (a) may assign or sell aall or any portion(s) of the rights, powers, privileges, remedies and interests of and/or the obligations owed to the Seller under this Agreement or any other Purchase Document to any Person; (b) may not furnish and disclose financial statements, documents and other information pertaining to the Purchaser to any potential assignee or participant permitted hereunder; and (c) may take any and all other actions that the Seller may determine (in its sole and absolute discretion) to be assigned by a party hereto necessary or appropriate in connection with any such assignment or participation; in each case without the prior written notice to or consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and without the consent of the Company Purchaser or any other party heretoPerson. Without in any way limiting the foregoing, but subject to each Party acknowledges and agrees that (A) the Seller and SGRP may assign any such assignee agreeing in writing in a form reasonably acceptable and all of the rights, powers, privileges, remedies and interests of and/or the obligations owed to the Company to be bound by the terms and conditions of Seller and/or SGRP under this Agreement as an "Investor"or any other Purchase Document to the Senior Lender pursuant to the Senior Loan Documents, assign its rights and obligations hereunder (iB) the Senior Lender shall be entitled to exercise or enforce any of its Affiliates the rights, powers, privileges, remedies and interests of and/or (ii) with respect the obligations owed to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to Seller and/or SGRP under this Agreement or any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities Document in accordance with the provisions Purchase Documents, the Senior Loan Documents and/or Applicable Law, and (C) the Senior Lender shall not be responsible or liable for any of the Standstill Agreement. For acts, omissions, duties, liabilities or obligations of the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Seller or SGRP.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Lessor, the provisions hereof shall inure to the benefit of, and be binding uponLessees, the successorsServicers, permitted the Master Servicer, the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Lessees, the Lessor, the Servicers, the Master Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the SharesSeries 1997 Variable Funding Noteholders and, Parent Warrants, Replacement Warrants (if any, the other Noteholders of Shared Collateral Series Notes), Subsidiary Stock Purchase Rightsthe Master Collateral Agent (for the benefit of the Trustee (on behalf of the Series 1997 Variable Funding Noteholders and, IPO Valuation Warrants (if any, the other Noteholders of Shared Collateral Series Notes) and/or Subsidiary Warrants and the Other VFN Beneficiaries), any other Indemnified Person, and their respective successors and assigns; provided, however, that no Lessee or the Guarantor shall have the right to assign its rights or delegate its duties under this Lease without (if anyi) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake mayLessor, upon written notice thereof to the Company Trustee, the Required VFN Noteholders and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms Majority Credit Enhancers and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) receipt of written confirmation from each of the Rating Agencies that its then current rating will not be reduced or withdrawn with respect to the purchase at the Closing of up to 8,000 Shares (and up to any outstanding Commercial Paper Notes or, if applicable, Shared Collateral Series Notes as a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companyresult thereof; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoLessee to rent Series 1997 Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Lessee to permit another Lessee to use Vehicles leased by the Named Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities other Lessee in accordance with the terms of this Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents), (y) the right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of any Named Servicer to perform its obligations as Servicer through another Servicer, subject to the limitations specified in Section 26 and provided that the Named Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Agreement shall be binding upon, the provisions hereof and shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to their respective successors and assigns. Without limiting Karlsson’s rights under the benefit of and be enforceable by each Person who shall be a holder of the SharesLoan Documents, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake Karlsson may, upon written notice thereof to the Company and without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Company Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other party heretotransfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the contrary in any Loan Document or in the Purchase Agreement, but subject to the provisions of this Section 19, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser, or to be a counterparty to an assignment, of the Note (whether such assignee agreeing in writing potential purchaser, or counterparty to an assignment, of the Note wishes to purchase, or receive the assignment of, the Note and the Loan Documents in a form reasonably acceptable free-standing transaction or contemplates such purchase, or receipt of an assignment, of the Note as a part of a larger transaction or series of transactions involving any Prospect Party or any of its assets). Karlsson or any director, shareholder, employee, Affiliate or Representative (each as defined in the Purchase Agreement) or agent of Karlsson (each, a “Karlsson Party”) may, in connection with (A) Karlsson’s efforts to sell, assign or otherwise dispose of the Company Note; (B) any restructuring of the indebtedness represented by the Note and the Loan Documents; or (C) any “assignment” (as defined in the Note), disclose any information related to Parent or any of its subsidiaries as such Karlsson Party shall deem appropriate in its sole discretion; provided, however, that prior to providing any non-public information regarding Parent or any of its subsidiaries, Karlsson shall obtain from the person to which disclosure is to be made an executed confidentiality agreement which shall provide that (i) such person agrees to be bound by the terms of Section 5.06 of the Purchase Agreement, and conditions (ii) Parent and its subsidiaries are intended third party beneficiaries of such confidentiality agreement. This Section 19 and Section 5 of this Agreement as an "Investor"amend, assign its rights supersede and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion replace Section 22 of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Second Extension Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof (a) This Agreement shall inure enure to the benefit of, and be binding uponon, the successors, Parties and their respective successors and permitted assigns. (b) Neither Party may assign or transfer, heirswhether absolutely, executors and administrators by way of the parties hereto and shall inure to the benefit security or otherwise, all or any part of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This its respective rights or obligations under this Agreement may not be assigned by a party hereto or any Promissory Note without the prior written consent of the other party hereto; provided that Silver Lake mayParty. (c) Notwithstanding the foregoing, upon written notice thereof to the Company and without the consent Purchaser may assign all of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to under this Agreement and the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) Promissory Notes to any Person who to whom the Purchaser transfers all or substantially all of its interest in the GCP or the Project, provided that notwithstanding such assignment, the Purchaser shall from time continue to time become a holder be responsible for all of any such securities in accordance with its obligations hereunder and thereunder unless the provisions Purchaser receives the prior written consent of the Standstill AgreementVendor, not to be unreasonably withheld, in which case on the effective date of the transfer, the Purchaser and the Guarantor shall be irrevocably released from all of their respective obligations hereunder and thereunder. For greater certainty, it would not be unreasonable for the avoidance Vendor to withhold consent if the proposed assignee does not (a) expressly assume all of doubtthe Purchaser’s obligations hereunder and thereunder and (b) have a credit rating of at least BBB- or higher by Standard and Poor’s or Baa3 or higher by Moody’s. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (d) Notwithstanding the foregoing, Silver Lake's rights under Section 5.7 hereof shall the Vendor may pledge its interest in any event of the Promissory Notes to a financial institution as part of a bona fide financing transaction, provided that such assignment will not be assignable by Silver Lake impact any of the rights or obligations or the Parties under this Agreement (other than to its controlled Affiliatesincluding Section 6.12).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser's rights under this Agreement may not be assigned by a party hereto without the prior written consent of Seller, which consent may be withheld absolutely. In the other party hereto; provided that Silver Lake mayevent Seller consents to such assignment, upon Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as EXHIBIT F. Any subsequent assignment may be made only with the prior written notice thereof consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. Notwithstanding anything to the Company contrary contained herein, Purchaser may assign this Agreement to an "AFFILIATE" so long as Purchaser delivers to Seller, within ten (10) days after the Effective Date, the complete names of all entities and without persons controlling, controlled by, under common control with or otherwise having an interest in the consent Affiliate. For purposes of this Section 10.8 the Company or term "Affiliate" shall mean any other entity in which Triple Net Properties, L.L.C. ultimately holds the controlling interest. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser's consent, and up to upon such assignment and a pro rata portion conveyance of the Parent WarrantsProperty to Seller's assignee, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder released from all obligations under this Agreement, "Seller" shall thereafter refer to and only to such assignee, and Purchaser agrees to look solely to such assignee for performance of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent all of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Seller's obligations under this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Agreement shall be binding upon, the provisions hereof and shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to their respective successors and assigns. Without limiting Karlsson’s rights under the benefit of and be enforceable by each Person who shall be a holder of the SharesLoan Documents, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake Karlsson may, upon written notice thereof to the Company and without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Company Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other party heretotransfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the contrary in any Loan Document, in the Membership Interest Purchase Agreement (the “Purchase Agreement”) among Prospect DE, AWP and Karlsson dated as of May 30, 2012 (including but not limited to Sections 5.03 or 5.06 thereof), or any Covenant Not to Compete (whether or not executed in the form of Exhibit E to the Purchase Agreement, a “Covenant Not to Compete”) executed by any Person (as defined in the Note) in favor of any Prospect Party, but subject to the provisions of this Section 22, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser or assignee of the Note (whether such potential purchaser or assignee wishes to purchase the Note and the Loan Documents in a free-standing transaction or contemplates such purchase as a party of a larger transaction or series of transactions involving any Prospect Party or any of its assets). No act of soliciting, negotiating, effectuating or closing any such assignee agreeing transaction (an “Exempt Activity”) shall be deemed to be a violation of any Covenant Not to Compete or any provision of the Purchase Agreement; provided, however, that other than with respect to such Exempt Activities, each Covenant Not to Compete shall remain in writing in a form reasonably acceptable full force and effect until the earlier of (i) such time as AWP no longer holds title to the Company real property secured by the AWP Deed of Trust in consequence of a bankruptcy proceeding, a foreclosure, a deed-in-lieu of foreclosure, or a sale of all or substantially all of such real property (a “Real Estate Triggering Event”); and (ii) August 1, 2015. Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may, in connection with such solicitation, provide to such potential purchaser or assignee any such information regarding any Prospect Party as Karlsson shall deem appropriate in its sole discretion; provided, however, that, prior to providing any non-public information regarding any Prospect Party, Karlsson shall (A) obtain from the Person to which disclosure is to be made an executed confidentiality agreement which shall provide that: (i) such Person agrees to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any Section 5.06 of its Affiliates and/or the Purchase Agreement; (ii) with respect to the purchase at the Closing Parent is an intended third party beneficiary of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companysuch confidentiality agreement; and provided, further, that, following the Closing, the provisions (B) provide a copy of Articles I, II and IX hereof shall be assignable by any holder of Shares, such executed confidentiality agreement to Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities disclosure made in accordance with the provisions foregoing a “Permitted Confidential Disclosure”). Each Prospect Party agrees that any provision in any Loan Document, the Purchase Agreement, or any Covenant Not to Compete relating to an Exempt Activity, a Real Estate Triggering Event, a Permitted Confidential Disclosure or any activities related to any of the Standstill Agreement. For foregoing is hereby amended and irrevocably waived, for the avoidance benefit of doubtKarlsson and each Person who has executed a Covenant Not to Compete, Silver Lake's rights under to the extent such provision is contrary to any provision of this Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)22.