Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part, to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay Holdings effective upon delivery to Party B amounts under Section 2(d)(i)(4) of the Agreement guarantee by Holdings, in respect favor of Party B, of the obligations of such Tax; and (d) no Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Swap Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default, Potential Default nor Termination Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will would occur immediately as a result of such assignment or transfer; 2. Notwithstanding any other provision in Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Confirmation Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the Assignee, with respect to the contrary requiring or allowing Party A to purchaseTransferred Obligations, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities substantially and otherwise to perform Party A’s obligations in respect all material respects in the form of the Transaction and any such designee may assume such obligationsguaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be discharged released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of its obligations this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to the extent each Swap Rating Agency of any such performancetransfer under Section 6(b)(ii).

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the credit rating of Party A’s credit rating , or its ultimate or direct parent entity, at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity, or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A or its ultimate or direct parent entity at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may may, without Counterparty’s consent, transfer or assign all or transfer any part of its rights or delegate any of its duties hereunder obligations under the Transaction to any Affiliate affiliate of Party A (1) that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment transfer or transfer assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A Dealer may assign or transfer any of its rights or delegate any of its duties hereunder without the prior consent of Counterparty to any Affiliate affiliate of Party A Dealer that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer a senior unsecured debt rating by at least one of Xxxxx’x Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee is organized under the laws of the United States or any State thereof; transferee, (b) Party B Counterparty will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B Counterparty would have been required to pay Party A Dealer in the absence of such assignment or transfer; , (c) Party B Counterparty will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A Dealer would be required to pay to Party B Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; , and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Party BCounterparty, Party A Dealer may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party ADealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A Dealer shall be discharged of its obligations to Party B Counterparty to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A (or its ultimate parent entity), or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A (or its ultimate parent entity) at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amounts were not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amounts were not payable by the designator immediately before the designation, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any all (but not less than all) of its rights or delegate any all (but not less than all) of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or its parent or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A Dealer may assign or transfer any of its rights or delegate any of its duties hereunder to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any Affiliate other affiliate of Party A that has Dealer with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Dealer at the time of such assignment transfer without the prior written consent of Counterparty; provided that, (x) whether as a matter of law or transfer so long as by virtue of a gross-up and/or indemnity from the transferee, (ai) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will Counterparty shall not be required to pay or deliver to such the transferee or assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement any amount or number of Shares greater than the amount in respect of which Party B Counterparty would have been required to pay Party A or deliver to Dealer in the absence of such transfer or assignment or transfer; and (cii) Party B will Counterparty shall not receive a payment from which an the transferee or assignee any amount has been withheld or deducted on account number of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A Shares less than it would have been required entitled to so withhold or deduct receive in the absence of such transfer or assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dy) no Event of Defaultsuch transferee or assignee shall provide such documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clause (x) will not occur upon or after such assignment; provided further that, Potential Event of Defaultat all times, Termination EventDealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment any successor form thereto, with respect to any payments or transferdeliveries under the Agreement. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Party BCounterparty, Party A Dealer may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party ADealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A Dealer shall be discharged of its obligations to Party B Counterparty to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amounts were not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amounts were not payable by the designator immediately before the designation, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment or transfer at least equal to the credit rating of the ultimate parent of Party A, so long as (a1) such transferee or assignee or transferee is organized under the laws of the United States or States, any State thereof; thereof or the District of Columbia, (b2) Party B will not be required to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment transfer or transfer; assignment, and (c3) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment transfer or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transferassignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by [Party A would be required A] or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of [Party B amounts under Section 2(d)(i)(4) of A] at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Notwithstanding anything to the contrary (including anything in this Paragraph), at all times, Party A and its transferee or assignees shall be entitled to provide a US Tax Form W-9, W-8ECI or W-8IMY (certifying to its status as “qualified derivatives dealer” and hereby representing that it is not subject to US withholding tax with respect to adjustment or payments in respect of any dividends or distributions), with respect to any payments or deliveries under this Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any all (but not less than all) of its rights or delegate any all (but not less than all) of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transfer; (c) assignment; and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or its parent or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or transfer in part, without the consent of Party B, to any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of JPMorgan Chase Bank, National Association, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment or transfer at least equal to the credit rating of the ultimate parent of Party A, so long as (a1) such transferee or assignee or transferee is organized under the laws of the United States or States, any State thereof; thereof or the District of Columbia, (b2) Party B will not be required to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment transfer or transfer; assignment, and (c3) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment transfer or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transferassignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Xxxxxxx Xxxxx Group, Inc. or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A or its ultimate or direct parent entity at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has or any entity organized or sponsored by Party A (a long-“Transferee”) without the prior written consent of Party B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating or a rating for its long term(as applicable, unsecured and unsubordinated indebtedness that the “Credit Rating”) of such Transferee is equal to or better greater than the Credit Rating of Party A’s credit rating , as specified by each of S&P Global Ratings and Mxxxx’x Investors Service, Inc., at the time of such assignment or transfer so long as or (aii) the obligations of such assignee or transferee is organized under Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the laws of the United States or any State thereofCredit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; (b) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) be required to pay (including a payment in kind) to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i2(d)(i)(4) of the Agreement Agreement) in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Acceleration Event or Acceleration Event other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction will occur as a result of such assignment or transfer; and (e) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or the application thereof to such Transaction in the manner contemplated by Party B on the Trade Date. Party A agrees to give reasonable prior notice to Party B of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and until all conditions to such transfer or assignment are satisfied. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Forward Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, willful misconduct or bad faith, or from a breach of any representation or covenant of Party A contained in this Forward Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Bank of America Corporation or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured whose obligations hereunder and unsubordinated indebtedness that is equal to or better than under the Agreement are guaranteed by Party A’s credit rating at the time of such assignment or transfer A so long as (a) such assignee or transferee is organized under the laws of the United States or States, any State thereofthereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termwhose obligations hereunder and under the Agreement are guaranteed by Bank of America Corporation, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or States, any State thereofthereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termwhose obligations hereunder and under the Agreement are guaranteed by Xxxxxx Xxxxxxx, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or States, any State thereofthereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part, (1) to any Affiliate of Holdings effective upon delivery to Party A B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor) or that has a long-otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher long term issuer senior unsecured debt rating (as determined by S&P or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating Moody’s) as Holdings at the time of such assignment or transfer so long as transfer, in each case provided that (aA) such assignee or the transferee is organized under the laws of the United States or any State thereof; an Eligible Replacement and (bB) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account case of a Tax under Section 2(d)(i) transfer in part substantially all of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations under this Agreement are transferred to the transferee, as determined by Party B acting in respect a commercially reasonable manner. In the event of the Transaction and any such designee may assume such obligations. a transfer, this Agreement shall be replaced with an Agreement having identical terms except that Party A shall be discharged replaced as a counterparty or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of its obligations any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or Termination Event to occur. Party B A will provide prior written notice to the extent each Rating Agency of any such performanceassignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall be returned to Party A immediately upon the assumption by a substitute counterparty of all of Party A’s obligations hereunder.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (bc) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cd) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (de) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to any entity organized or better than sponsored by Party A’s credit rating at A without the time prior written consent of such assignment or transfer Party B so long as (a) the obligations of such assignee or transferee hereunder and under the Agreement are guaranteed by Party A; (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (bc) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cd) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (de) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee Designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performanceperformance by a Designee; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Confirmation.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termwhose obligations hereunder and under the Agreement are guaranteed by Xxxxxx Xxxxxxx, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or States, any State thereofthereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. The provisions of Section 7 of the Agreement shall apply to the Transaction. Notwithstanding the immediately preceding sentence, Party A may may, without the prior written consent of Party B, assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A (i) whose obligations hereunder and under the Agreement are guaranteed by Party A or (ii) that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer, (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee Designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of performance by a Designee; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Confirmation. Indemnity: Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such performance.Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s negligence or willful misconduct. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has or any entity organized or sponsored by Party A (a long-“Transferee”) without the prior written consent of Party B so long as (a)(i) the senior unsecured debt rating or long term issuer credit rating or a rating for its long term(as applicable, unsecured and unsubordinated indebtedness that the “Credit Rating”) of such Transferee is equal to or better greater than the Credit Rating of Party A’s credit rating , as specified by each of S&P Global Ratings and Mxxxx’x Investors Service, Inc., at the time of such assignment or transfer so long as or (aii) the obligations of such assignee or transferee is organized under Transferee are fully, unconditionally and irrevocably guaranteed by Party A or, if Party A’s ultimate parent entity satisfies the laws of the United States or any State thereofCredit Rating requirements that would otherwise apply to a Transferee, by Party A’s ultimate parent entity; (b) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) be required to pay (including a payment in kind) to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay (including a payment in kind) Party A in the absence of such assignment or transfer; (c) Party B will not (including, for the avoidance of doubt, after giving effect to any indemnity from the transferee or assignee to Party B provided in connection with such transfer or assignment) receive a payment (including a payment in kind) from which an amount has been withheld or deducted on account of a Tax (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i2(d)(i)(4) of the Agreement Agreement) in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Acceleration Event or Acceleration Event other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction will occur as a result of such assignment or transfer; and (e) such transfer does not materially and adversely affect the availability of the relief provided in the Interpretive Letter or the application thereof to such Transaction in the manner contemplated by Party B on the Trade Date. Party A agrees to give reasonable prior notice to Party B of any transfer or assignment without Party B’s consent pursuant to this paragraph. Notwithstanding any such notice, no assignment or transfer by Party A pursuant to this subparagraph shall take effect unless and until all conditions to such transfer or assignment are satisfied. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may at its own cost, assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part (but in increments no less than the entire trade confirmation), (1) to any Affiliate of Holdings effective upon delivery to Party A that B of the executed guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor so long as the jurisdiction has a longtax treaty in place with the United States that precludes the withholding or deduction of any amount payable to Party B by the guarantor) or that otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher Long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating Rating (as determined by S&P) as Holdings at the time of such assignment or transfer so long as transfer, in each case provided that (aA) such assignee or the transferee is organized under the laws of the United States or any State thereof; an Eligible Replacement and (bB) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account case of a Tax under Section 2(d)(i) transfer in part substantially all of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations under this Agreement are transferred to the transferee, as determined by Party B acting in respect a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms (except for the name, address and the jurisdiction of the Transaction and transferee so long as the jurisdiction has a tax treaty in place with the United States that precludes the withholding or deduction of any amount payable to Party B by the transferee) or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or Termination event to occur. Party A will provide prior written notice to each Rating Agency of any such designee may assume assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such obligationstransfer. All collateral posted by Party A shall be discharged of its obligations returned to Party B to A immediately upon the extent assumption by a substitute counterparty of any such performanceall of Party A’s obligations hereunder.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 and Section 6(b)(ii) of the Agreement, Party A may assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part, to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay Holdings effective upon delivery to Party B amounts under Section 2(d)(i)(4) of the Agreement guarantee by Holdings, in respect favor of Party B, of the obligations of such Tax; and (d) no Affiliate, such guarantee to be substantially the same as the guarantee then in effect of the obligations of the transferor. Party A will provide prior written notice to each Rating Agency of any such assignment. Any transfer pursuant to the foregoing or Section 7 of this Agreement shall meet the following requirements: 1. No Event of Default, Potential Default nor Termination Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will would occur immediately as a result of such assignment or transfer; 2. Notwithstanding any other provision in Party A delivers to Party B both (a) an executed acceptance and assumption by the Assignee of this Confirmation Agreement and all Transactions (the "Transferred Obligations") and (b) an executed guarantee from Party A's Credit Support Provider on behalf of the Assignee, with respect to the contrary requiring or allowing Party A to purchaseTransferred Obligations, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities substantially and otherwise to perform Party A’s obligations in respect all material respects in the form of the Transaction and any such designee may assume such obligationsguaranty provided hereunder; 3. As a result of the Transfer, on the next scheduled payment date Party B is not required to make payments (tax or otherwise) that are more than or receive payments (tax or otherwise) that are less than the payments that Party B would be required to make or receive under the Transactions or the Agreement had the transfer not occurred. On the Effective Date, (1) Party A shall be discharged released from all obligations and liabilities arising under the Transferred Obligations; (2) the Assignee shall assume all obligations and liabilities under the Transferred Obligations; and (3) the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement between Assignee and Party B. In addition, any transfer pursuant to Section 7 of its obligations this Agreement other than the foregoing shall be subject to Rating Agency Condition and Party A and Party B will provide prior written notice to the extent each Rating Agency of any such performancetransfer under Section 6(b)(ii).

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the credit rating of Party A’s credit rating , or its ultimate or direct parent entity, at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of other party is not required to pay an additional amount that which is less than the amount Party A B would have been required received if the payment were made immediately prior to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment greater than the amount Party B would have been required to pay to Party A in the absence of such assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount that is less than the amount Party B would have received if the payment were made immediately prior to such assignment or transfer, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part, (1) to any Affiliate of Holdings effective upon delivery to Party A B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor) or that has a long-otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher long term issuer senior unsecured debt rating (as determined by S&P or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating Moody’s) as Holdings at the time of such assignment or transfer so long as transfer, in each case provided that (aA) such assignee or the transferee is organized under the laws of the United States or any State thereof; an Eligible Replacement and (bB) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account case of a Tax under Section 2(d)(i) transfer in part, substantially all of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations under this Agreement are transferred to the transferee, as determined by Party B acting in respect a commercially reasonable manner. In the event of the Transaction and any such designee may assume such obligations. a transfer, this Agreement shall be replaced with an Agreement having identical terms except that Party A shall be discharged replaced as a counterparty or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of its obligations any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or Termination Event to occur. Party B A will provide prior written notice to the extent each Rating Agency of any such performanceassignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall be returned to Party A immediately upon the assumption by a substitute counterparty of all of Party A’s obligations hereunder.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may at its own cost, assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part (but in increments no less than the entire trade confirmation), (1) to any Affiliate of Holdings effective upon delivery to Party A that B of the executed guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor so long as the jurisdiction has a longtax treaty in place with the United States that precludes the withholding or deduction of any amount payable to Party B by the guarantor) or that otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher Long-term issuer rating Rating (as determined by S&P or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating Moody’s) as Holdings at the time of such assignment or transfer so long as transfer, in each case provided that (aA) such assignee or the transferee is organized under the laws of the United States or any State thereof; an Eligible Replacement and (bB) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account case of a Tax under Section 2(d)(i) transfer in part substantially all of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations under this Agreement are transferred to the transferee, as determined by Party B acting in respect a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms (except for the name, address and the jurisdiction of the Transaction and transferee so long as the jurisdiction has a tax treaty in place with the United States that precludes the withholding or deduction of any amount payable to Party B by the transferee) or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or Termination event to occur. Party A will provide prior written notice to each Rating Agency of any such designee may assume assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such obligationstransfer. All collateral posted by Party A shall be discharged of its obligations returned to Party B to A immediately upon the extent assumption by a substitute counterparty of any such performanceall of Party A’s obligations hereunder.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Indemnity: Without duplication of any indemnification obligations under the Distribution Agreement, Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from any Indemnified Party’s gross negligence or willful misconduct. 2 Dealers to provide applicable group name on dealer-by-dealer basis. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (bc) such assignee or transferee duly appoints a process agent in the Borough of Manhattan, New York to receive service of process in any Proceedings; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. In addition, the transferee or assignee shall agree that following such transfer or assignment, Party B will not (x) be required to pay to such assignee or transferee an any amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than in excess of the amount in respect of which Party B it would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of absent such assignment or transfer, unless or (y) receive a payment from the assignee or transferee that, after withholding or deducting on account of any Tax, is less than the amount that it would have received from Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of in the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result absence of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder and under each Supplemental Confirmation, without the prior written consent of Party B, to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has a long-term issuer rating or a rating for its long long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation or any Supplemental Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Master Forward Confirmation and each Supplemental Confirmation. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence or willful misconduct. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by [•] or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance. EXHIBIT B-21 Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Deutsche Bank AG or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the credit rating of Party A’s credit rating , or its ultimate or direct parent entity, at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Any indemnification required to be paid hereunder shall be without duplication of amounts that are required to be paid under the corresponding provisions of the Sales Agreement. Non-Reliance: Applicable. Additional Acknowledgments: Applicable.

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by [Party A would be required A] or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of [Party B amounts under Section 2(d)(i)(4) of A] at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A Either party may transfer or assign or transfer any of its rights or delegate obligations under the Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer or assign without any consent of Counterparty its duties hereunder rights and obligations hereunder, in whole or in part, to any Affiliate person, or any person whose obligations would be guaranteed by a person, in either case, of Party A that has a long-term issuer rating credit quality equivalent to Dealer’s (or a rating for its long termultimate parent’s); provided further that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such transfer or assignment either (x) both the Dealer and transferee or assignee in any such transfer so long as or assignment are a “dealer in securities” within the meaning of Section 475(c) (a1) such assignee or transferee is organized under the laws of the United States Internal Revenue Code of 1986, as amended (the “Code”) or (y) the transfer or assignment does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Code. In the event of any State thereof; such transfer or assignment, the transferee or assignee shall agree that (bi) Party B will Counterparty shall not be required to pay the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount greater than the amount Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and (ii) Counterparty shall not receive from the transferee or assignee (after accounting for amounts paid by the transferee or transferee assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment or delivery) any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment. If at any time at which (1) the Equity Percentage exceeds 8.0% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other federal, state or local law, rule, regulation or regulatory order or organizational documents or contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received or that would have any adverse effect on a Dealer Person, under Applicable Restrictions minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an amount “Excess Ownership Position”), Dealer, in its discretion, is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an Excess Ownership Position would no longer exist following the resulting partial termination of the Transaction (after taking into account commercially reasonable adjustments to Dealer’s commercially reasonable Hedge Positions from such partial termination). In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement or Section 8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty were the sole Affected Party with respect to such partial termination, (iii) the Terminated Portion were the sole Affected Transaction and (iv) Dealer were the party entitled to designate an Indemnifiable Tax Early Termination Date pursuant to Section 6(b) of the Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. In the case of a transfer or assignment by Counterparty of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred or assigned, the “Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 8(e) or any obligations under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Code); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty as are requested by, and reasonably satisfactory to, Dealer; (D) Dealer shall not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the an amount in respect of which Party B that Dealer would have been required to pay Party A to Counterparty in the absence of such assignment or transfer; transfer and assignment; (cE) Party B will not receive Dealer shall not, as a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence result of such assignment transfer and assignment, receive from the transferee or transfer, unless Party A would be required to pay to Party B assignee (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as any withholding or deduction of Tax from the payment or delivery) any amount or number of Shares less than it would have been entitled to receive in respect the absence of such Tax; transfer and assignment; (dF) no An Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will shall not occur as a result of such assignment transfer and assignment; (G) Without limiting the generality of clause (B), Counterparty shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D), (E) and (F) will not occur upon or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver after such Shares or other securities transfer and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A assignment; and (H) Counterparty shall be discharged of its obligations to Party B to the extent of any responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such performancetransfer or assignment.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termwhose obligations hereunder and under the Agreement are guaranteed by Mxxxxx Sxxxxxx, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or States, any State thereofthereof or the District of Columbia; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured whose obligations hereunder and unsubordinated indebtedness that is equal to or better than under the Agreement are guaranteed by Party A’s credit rating at the time of such assignment or transfer A so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the this Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate parent or parent entity pursuant to the terms of a guarantee in a form reasonably acceptable to Party B or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable.

Transfer and Assignment. The provisions of Section 7 of the Agreement shall apply to each Transaction. Notwithstanding the immediately preceding sentence, Party A may may, without the prior written consent of Party B, assign or transfer any of its rights or delegate any of its duties hereunder and under each Supplemental Confirmation to any Affiliate of Party A (i) whose obligations hereunder, under such Supplemental Confirmation and under the Agreement are guaranteed by Party A or (ii) that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer, (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation or any Supplemental Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the any Transaction and any such designee Designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of performance by a Designee; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Master Forward Confirmation and each Supplemental Confirmation. Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such performance.Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s negligence or willful misconduct. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured whose obligations hereunder and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws Agreement are fully and unconditionally guaranteed by Bank of the United States or any State thereofAmerica, N.A.; provided that (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee entity organized or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay sponsored by Party A in without the absence prior written consent of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. B. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the this Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Indemnity Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under this Transaction, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement or the consummation of the transactions contemplated hereby, and Party B will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any such loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence or willful misconduct.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by [•] or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the credit rating of Party A’s credit rating , or its ultimate or direct parent entity, at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect either case, as a result of such Tax; and transfer or assignment, (dB) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event shall (x) have occurred with respect to Party A or Acceleration Event will (y) occur with respect to either party solely as a result of such assignment transfer or transferassignment, and (C) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the Transaction or to make adjustment to the terms of the Transaction would result from such transfer or assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that (I) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation and (II) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the Transation or to make adjustment to the terms of the Transaction would result from such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Deutsche Bank AG or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transfer, unless assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. The provisions of Section 7 of the Agreement shall apply to each Transaction. Notwithstanding the immediately preceding sentence, Party A may may, without the prior written consent of Party B, assign or transfer any of its rights or delegate any of its duties hereunder and under each Supplemental Confirmation to any Affiliate of Party A (i) whose obligations hereunder, under such Supplemental Confirmation and under the Agreement are guaranteed by Party A or (ii) that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer, (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation or any Supplemental Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the any Transaction and any such designee Designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of performance by a Designee; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Master Forward Confirmation and each Supplemental Confirmation. Indemnity: Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such performance.Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s negligence or willful misconduct. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transferassignment; provided, unless further, that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Xxxxxxx Sachs Group, Inc. or (ii) any affiliate of Party A that has with a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s the credit rating of Party A at the time of such assignment or transfer so long as transfer; provided that (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (bA) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (cy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; and (d) no Event of Defaulteither case, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transferPotential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any all, but not less than all, of its rights or delegate any of its and duties hereunder to any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long termA; provided that, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at under the time applicable law effective on the date of such assignment transfer or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) assignment, Party B will not be required required, as a result of such transfer or assignment, to pay to such assignee or the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which amount, if any, that Party B would have been required to pay Party A in the absence of such assignment transfer or transferassignment; (c) and Party B will not receive a payment from which an amount has been withheld or deducted deducted, on account of a Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which other party is not required to pay an additional amount, unless Party A B would not have been required entitled to so withhold or deduct receive any additional amount in respect of such payment in the absence of such assignment transfer or transferassignment; provided, unless further, that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A would be required or (B) the affiliate’s long-term issuer rating is equal to pay to or better than the credit rating of Party B amounts under Section 2(d)(i)(4) of A at the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result time of such assignment or transfer. Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may at its own cost, assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part (but in increments no less than the entire trade confirmation), (1) to any Affiliate of Holdings effective upon delivery to Party A that B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor so long as the jurisdiction has a longtax treaty in place with the United States that precludes the withholding or deduction of any amount payable to Party B by the guarantor) or that otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher Long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating Rating (as determined by S&P) as Holdings at the time of such assignment or transfer so long as transfer, in each case provided that (aA) such assignee or the transferee is organized under the laws of the United States or any State thereof; an Eligible Replacement and (bB) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account case of a Tax under Section 2(d)(i) transfer in part substantially all of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations under this Agreement are transferred to the transferee, as determined by Party B acting in respect a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms (except for the name, address and the jurisdiction of the Transaction and transferee so long as the jurisdiction has a tax treaty in place with the United States that precludes the withholding or deduction of any amount payable to Party B by the transferee) or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of Default or Termination event to occur. Party A will provide prior written notice to each Rating Agency of any such designee may assume assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such obligationstransfer. All collateral posted by Party A shall be discharged of its obligations returned to Party B to A immediately upon the extent assumption by a substitute counterparty of any such performanceall of Party A’s obligations hereunder.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a long-term issuer rating or a rating for its long long-term, unsecured and unsubordinated indebtedness or a 1 Dealers to provide applicable phrasing on dealer-by-dealer basis. long-term issuer rating that is equal to or better than the rating for Party A’s credit rating long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as as, in each case, at the time of such assignment or transfer (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (cb) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (dc) no Event of Default, Potential Event of Default, Default or Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.