If Procific transfers all or a portion of its Shares to the Abu Dhabi Investment Authority (“ ADIA ”), or to any Affiliate of Procific that is controlled by ADIA (ADIA or any such Affiliate, a “ Permitted Procific Transferee ”), pursuant to Section 2.2 of the Shareholders Agreement, such transferee shall be entitled to the rights granted under this Letter Agreement and references to Procific herein shall be deemed to include such transferee; provided , that (i) such transfer does not adversely affect, in any material respect, APH IX, Athene, AGER or any of their respective Affiliates or security holders from a tax or regulatory perspective and (ii) such Permitted Procific Transferee, as a condition to such transfer, executes a joinder to this Letter Agreement agreeing to be bound by the provisions hereof. Except as specifically permitted pursuant to this Section 7 , Procific may not assign any of its rights or assign or delegate any of its obligations under this Letter Agreement without the prior written consent of APH IX and Athene.