4.6. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed or not. This Agreement may not be assigned by the Company without the prior written consent of the AEA Investors and the Minority Investors. No Holder shall have the right to assign all or part of its rights and obligations under this Agreement without the prior written consent of the other parties hereto; provided, that any Holder may assign this Agreement to one or more of its Affiliates without the prior written consent of the other parties hereto and only in accordance with transfers of Common Stock permitted under, and made in compliance with, the Second Amended Stockholders Agreement; provided, further, that such Holders Affiliate (or Affiliates) executes and delivers to the Company an Assumption Agreement. Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee; and provided, further, that, in connection with a Partner Distribution, Starr may assign its rights as a Holder but not as a Demand Party or otherwise and provided, further, that such assignee executes and delivers to the Company an Assumption Agreement. If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement.