VMRE may assign its rights under this Agreement in whole or in part at any time to any Affiliate without the consent of Carvana. With respect to any assignment of VMRE’s rights under this Agreement in whole, such Affiliate must have the ability to fulfill the terms of this Agreement and must expressly assume all rights and responsibilities of VMRE under this Agreement. Upon any unconditional assignment of VMRE’s entire right and interest hereunder and assumption by such Affiliate of VMRE’s rights and responsibilities under this Agreement, VMRE shall automatically be relieved, from and after the date of such assignment, from liability for the performance of VMRE’s obligations herein. Carvana shall not, without the prior written consent of VMRE, which consent may not be unreasonably withheld, sell, assign, transfer, mortgage, convey, encumber or grant any easements or other rights or interests of any kind in any Property, or any of Carvana’s rights under this Agreement, whether voluntarily, involuntarily or by operation of law or otherwise, including, without limitation, by merger, consolidation, dissolution or otherwise. In the event of any assignment or transfer of this agreement in whole or in part by VMRE as contemplated in this Section 10.5, references to VMRE in this Agreement shall include VMRE’s assignee or designee to the extent applicable. In the event of any assignment or transfer of this agreement in whole or in part by Carvana as contemplated in this Section 10.5, references to Carvana in this Agreement shall include Carvana’s assignee or designee to the extent applicable.