This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns, whether by instrument, operation of law, or otherwise. Except as expressly set forth in Section 9.7 or in this Section 10.2 , neither Ameris, on the one hand, nor the Manager and HoldCo, on the other hand, shall assign this Agreement or any part hereof, or any benefit or interest herein, without the prior written consent of the other. In the event of the incapacity or death of the Manager, his guardian, executor, or heirs shall be entitled to any funds otherwise due the Manager under this Agreement. Any attempted assignment or delegation of any rights, duties, or obligations in violation of this Section 10.2 will be invalid and without effect. For the avoidance of doubt, nothing in this Agreement shall prevent or limit the Manager or HoldCo from exercising rights under the Shareholders Agreement (including the right of the Manager to institute an Asset Transfer (as such term is defined in the Shareholders Agreement)).