This Agreement shall be binding upon, and shall inure solely to the benefit of, each of the parties hereto, and each of their respective heirs, executors, administrators, successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.  The Investor may not assign any of these rights or obligations hereunder to any other person or entity without the prior written consent of the Company and LGEI; provided that the Investor may assign this Agreement and/or its right to receive all or a portion of the LGEI Payment to an Affiliate of the Investor without such prior written consent upon written notice to the Company and LGEI, but only if, as of the date of such assignment, such Affiliate represents, warrants and agrees to each of the representations and warranties contained in Section 5(a), in each case substituting such Affiliate for the Investor.