Common use of Transfer Clause in Contracts

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o5(n) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (a) Until the occurrence of a Qualified IPO, except as required by law, no Management Member may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, "Transfer") any Units except pursuant to (i) Article XI of the LLC Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager Permitted Transferee (each a "Permitted Transfer"). (b) Following a Qualified IPO and the expiration of any underwriter or Company "lock-up" period (as provided for in Section 7 4(a) of the Registration Rights Agreement or otherwise) applicable to such Qualified IPO, each Management Member may only Transfer its Units pursuant to (i) a Permitted Transfer, (ii) a Transfer pursuant to Section 2.03, (iii) a Transfer in accordance with the Registration Rights Agreement or (iv) a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; provided, that no Management Member shall make a Transfer pursuant to this clause (iv) without the Company's prior, written approval. (c) No Transfer by any Management Member may be made pursuant to this Article II unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement and the LLC Agreement (other than if the Transfer is conducted in accordance with the Registration Rights Agreement or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Company policies and restrictions (including any trading "window periods" or other policies regulating xxxxxxx xxxxxxx); provided, that the conditions to Transfer described in clause (i) above shall not apply to Party A anda Transfer pursuant Article XI of the LLC Agreement or Sections 2.02, subject 2.03 or 2.04 hereof. (d) No Transfer by any Management Member may be made pursuant to Section 6(b)(iithis Article II (except pursuant to an effective registration statement under the 0000 Xxx) (provided that unless and until such Management Member has first delivered to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies Company an opinion of such transfer) and Part 5(f)(ii) below, Party A may not transfer counsel (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement reasonably acceptable in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’sCompany) that transfer to neither registration nor qualification under the Transferee does not violate the Rating Agency Condition. Following 1933 Act and applicable state securities laws is required in connection with such transfer, all references to Party A shall be deemed to be references to the TransfereeTransfer. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and except for the assignment by way of this Agreement shall not apply to security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of the other party; provided, however, that (i) Party B. A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Subject to Part 5(o) belowwith the written consent of Party B, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights and obligations under this Agreementoffices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee"); provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Group 1 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 Except in the case of this Agreement shall not apply to a Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially transferring all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations interest under this Agreement, no Transfer shall be made by any Party which results in the transferor or the transferee holding an interest under this Agreement of less than ten percent (B10%) as of its original interest under this Agreement. (b) Both the date transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s share of any obligations (financial or otherwise) which have vested, matured or accrued under the provisions of this Agreement prior to such transfer the Transferee will not be required Transfer, including any obligation to withhold or deduct on account of a Tax from any payments contribute Work Program Expenses. (c) A transferee shall have no rights under this Agreement unless and until: (i) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Party to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under this Agreement in respect of the interest being transferred; and (ii) except in the case of a Transfer to a Related Body Corporate, the other Party has consented in writing to such TaxTransfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of the other Party its financial capability to perform its obligations under this Agreement. No consent shall be required under clause 9.2(c)(ii) for a Transfer to a Related Body Corporate. (Cd) Nothing contained in this clause 9 shall prevent a Termination Event or Event of Default does not occur Party from Encumbering its interest under this Agreement as to a result third party for the purpose of security relating to finance, provided that: (i) the Party shall remain liable for all obligations relating to such transfer and interest; (Dii) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer the Encumbrance shall be expressly subordinated to the Transferee does not violate rights of the Rating Agency Condition. Following such transfer, all references other Party to Party A shall be deemed to be references to the Transferee.this Agreement; and (iii) If an entity has made a Firm Offer (which remains capable the Party shall ensure that any Encumbrance is expressly without prejudice to the provisions of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthis Agreement. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. For each exercise of the Options: 1.5.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving the transfer of the Optioned Interests / Optioned Assets; 1.5.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; Party C shall obtain written statements from all shareholders of Party C giving consent to the transfer of the Optioned Assets to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.5.3 Party B/Party C shall execute a transfer contract with respect to each transfer with Party A and/or each Designee (i) Section 7 whichever is applicable), in accordance with the provisions of this Agreement and the Option Notice; 1.5.4 The relevant Parties shall not apply execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests / Optioned Assets to Party A andand/or the Designee(s), subject to Section 6(b)(ii) (provided that to the extent unencumbered by any security interests, and cause Party A makes a transfer pursuant and/or the Designee(s) to become the registered owner(s) of the Optioned Interests / Optioned Assets. For the purpose of this Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as “security interests” shall include securities, pledges, third party’s rights or interests, any stock options, acquisition right, right of the date of such transfer the Transferee will not be required first refusal, right to withhold offset, ownership retention, or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Taxother security arrangements, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A but shall be deemed to be references exclude any security interest created by this Agreement, Party B’s Share Pledge Agreement, and Party B’s Power of Attorney. “Party B’s Share Pledge Agreement” as used in this Agreement shall refer to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveShare Pledge Agreement executed by and among Party A, Party B shall (at and Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in C on the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (date hereof and any related interests so transferred) modifications, amendments, and restatements thereto (“Share Pledge Agreement”). “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the Transferee, a novation of the transferee in place of date hereof granting Party A with respect to such obligations (a power of attorney and any related interests so transferred)modifications, amendments, and a release and discharge by Party B restatements thereto (“Power of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAttorney”).

Transfer. (a) Until the occurrence of a Qualified IPO, except as required by law, no Management Member may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, "Transfer") any Units except pursuant to (i) Article XI of the LLC Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager Permitted Transferee (each a "Permitted Transfer"). (b) Following a Qualified IPO and the expiration of any underwriter or Company "lock-up" period (as provided for in Section 7 4(a) of the Registration Rights Agreement or otherwise) applicable to such Qualified IPO, each Management Member may only Transfer its Units pursuant to (i) a Permitted Transfer, (ii) a Transfer pursuant to Section 2.03, (iii) a Transfer in accordance with the Registration Rights Agreement or (iv) a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; provided, that no Management Member shall make a Transfer pursuant to this clause (iv) without the Company's prior, written approval. (c) No Transfer by any Management Member may be made pursuant to this Article II unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement and the LLC Agreement (other than if the Transfer is conducted in accordance with the Registration Rights Agreement or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Company policies and restrictions (including any trading "window periods" or other policies regulating xxxxxxx xxxxxxx); provided, that the conditions to Transfer described in clause (i) above shall not apply to Party A anda Transfer pursuant Article XI of the LLC Agreement or Sections 2.02, subject 2.03 or 2.04 hereof. (d) No Transfer by any Management Member may be made pursuant to Section 6(b)(iithis Article II (except pursuant to an effective registration statement under the 0000 Xxx) (provided that unless and until such Management Member has first delivered to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies Company an opinion of such transfer) and Part 5(f)(ii) below, Party A may not transfer counsel (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement reasonably acceptable in form and substance reasonably satisfactory to Party B; provided the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer. (Ae) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates No Management Member may Transfer Accelerated Vesting C/D Units prior to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as the one-year anniversary of the date of such transfer the Transferee will not be required to withhold or deduct on account of which they became Accelerated Vesting C/D Units following a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the TransfereeSponsor Sell-Down. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 Except in the case of this Agreement shall not apply to a Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially transferring all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations interest under this Agreement, no Transfer shall be made by any Party which results in the transferor or the transferee holding an interest under this Agreement of less than ten percent (B10%) as of its original interest under this Agreement. (b) Both the date transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s share of any obligations (financial or otherwise) which have vested, matured or accrued under the provisions of this Agreement prior to such transfer the Transferee will not be required Transfer, including any obligation to withhold or deduct on account of a Tax from any payments contribute Work Program Expenses. (c) A transferee shall have no rights under this Agreement unless and until: (i) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Party to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under this Agreement in respect of the interest being transferred; and (ii) except in the case of a Transfer to a Related Body Corporate, the other Party has consented in writing to such TaxTransfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of the other Party its financial capability to perform its obligations under this Agreement. No consent shall be required under clause 9.2(c)(ii) for a Transfer to a Related Body Corporate if the transferring Party agrees in an instrument reasonably satisfactory to the other to remain liable for performance by the Related Body Corporate of its obligations. (Cd) Nothing contained in this clause 9 shall prevent a Termination Event or Event of Default does not occur Party from Encumbering its interest under this Agreement as to a result third party for the purpose of security relating to finance, provided that: (i) the Party shall remain liable for all obligations relating to such transfer and interest; (Dii) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer the Encumbrance shall be expressly subordinated to the Transferee does not violate rights of the Rating Agency Condition. Following such transfer, all references other Party to Party A shall be deemed to be references to the Transferee.this Agreement; and (iii) If an entity has made a Firm Offer (which remains capable the Party shall ensure that any Encumbrance is expressly without prejudice to the provisions of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthis Agreement. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o5(n) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. 3.1 The Bonds may (i) Section 7 subject to the provision of this Agreement shall not apply Condition 3) be transferred to Party A and, any person. 3.2 Without prejudice to the aforesaid any assignment and/or transfer of Bonds is subject to Section 6(b)(ii(1) the Listing Rules for so long as the Shares are listed on the Stock Exchange (provided that to and the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to rules of any other stock exchange on which the Rating Agencies of such transferShares may be listed at the relevant time) and Part 5(f)(iiall applicable laws and regulations; (2) below, Party A may not transfer (whether by way the approval of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without shareholders of the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting Issuer in a commercially reasonable mannergeneral meeting if so required under, whether or not a and in compliance with, the Listing Rules if such assignment and/or transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer is proposed to be made to a connected person of the Issuer. A Bondholder shall not be in accordance with Part 5(f)(iibreach of this Condition 3.2 if it does not know, nor does it have reasonable cause to believe after having made due enquiries, that the transferee is a connected person of the Issuer. 3.3 Any assignment or transfer of a Bond shall be of the whole or any part (being an authorised denomination) aboveof the outstanding principal amount of the Bond. Title to the Bonds passes only upon the entry on the Register of the relevant transfer. The Issuer shall use all reasonable endeavours to facilitate any such assignment or transfer of the Bonds, Party B shall including but not limited to making any necessary applications to the Stock Exchange for approval, if required under the Listing Rules. 3.4 In relation to any assignment and/or transfer of a Bond permitted under or otherwise pursuant to this Condition 3: (at Party A’s costa) at Party A’s written requestA Bond (or any part thereof) may only be transferred by execution by the transferor and the transferee (or their duly authorised representatives) of a form of transfer ("Transfer Form") substantially in the form annexed hereto as Annexure II (or in such other form as may be approved by the Issuer, take any reasonable steps required such approval not to be taken by it to effect such transferunreasonably withheld or delayed, either generally or on a case-by-case basis). In this Condition, "Transferor" shall, where the context permits or requires, include joint transferors and shall be construed accordingly. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of the other party; provided, however, that (i) Party B. A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Subject to Part 5(o) belowwith the written consent of Party B, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights and obligations under this Agreementoffices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee"); provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. This Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing security interest (as defined in the UCC) in the Receivables now existing or hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, which security interest is prior to all other Liens, and is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 7 3 of this Agreement Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall not apply to Party A and, have a first priority perfected security interest in such property (subject to Section 6(b)(ii9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) (provided that of the Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the extent Secured Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to hereunder. The Receivables constitute "accounts" within the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as meaning of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transfereeapplicable UCC. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) and Part 5(e)(v) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B (it being understood that obtaining the prior written consent of Party B shall not relieve Party A of its obligations under Section 6(b)(ii), Part 5(e)(ii), below, or Part 5(e)(v), below, as applicable). (ii) Subject to Part 5(o) below5(z), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other an assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) the Transferee, as of the date of such transfer the Transferee will not transfer, must not, as a result thereof, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the such Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in with respect of such Tax, (C) the transfer to the Transferee must not lead to a Termination Event or Event of Default does not occur under occurring with respect to this Agreement as a result of such transfer Agreement, and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) the Transferee, as of the date of the transfer, must enter into a new indemnification and disclosure agreement with substantially the same terms as the existing XXX; provided that transfer to the Transferee does not violate satisfaction of the Rating Agency ConditionCondition will be required unless such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide prior written notice to Rating Agencies with respect thereto). Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. (v) In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, Xxxxx’x, Fitch and the Supplemental Interest Trust Trustee, to an Affiliate of Party A if: (i) such Affiliate has the First Trigger Required Ratings or has furnished an Eligible Guarantee provided by a guarantor that satisfies the Hedge Counterparty Ratings Requirement, (ii) the transfer to such Affiliate does not lead to a Termination Event or Event of Default occurring with respect to this Agreement, (iii) as of the date of the transfer, such Affiliate assumes all continuing obligations of Party A, if any, under the XXX, and (iv) as of the date of the transfer, such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement with respect of such Tax; provided that satisfaction of the Rating Agency Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Rating Agencies with respect thereto).

Transfer. This Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing security interest (as defined in the UCC) in the Receivables now existing or hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, which security interest is prior to all other Liens, and is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 7 3 of this Agreement Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall not apply to Party A and, have a first priority perfected security interest in such property (subject to Section 6(b)(ii9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) (provided that of the Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the extent Secured Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to hereunder. The Receivables constitute “accounts” within the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as meaning of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transfereeapplicable UCC. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Subject to Sections 9(a)(ii) and (iiii) below and Section 7 2.7 of this Agreement the Security Agreement, any Lender may, at any time, Transfer or grant participations in all or any portion of its Commitment, Loan Certificates or all or any portion of its interest in or represented by its Commitment or Loan Certificates to a Transferee; provided, that any participant in any such participation shall not apply have any direct rights under the Operative Agreements or any Lien on all or any part of any of the Collateral except that each participant shall be entitled to Party A andthe benefits of Sections 3(f), subject 9(c) and 15(k) to the same extent as if it were a Lender and had acquired its interest by Transfer pursuant to this Section 6(b)(ii9(a)(i); further provided, no such Transfer or participation shall diminish Borrower’s rights or increase Borrower’s liability or obligations or the amounts thereof (including with respect to withholding Taxes) above (provided x) in the case of a Transfer, that which would result had any such Transfer not occurred (except to the extent Party A makes resulting from a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation change in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of Law after the date of such transfer Transfer) and (y) in the Transferee will not be required to withhold or deduct on account case of a Tax from participation, that which would have resulted had the relevant Lender retained the interest in the Commitment or the Loan Certificates that is the subject of such participation. In the case of any payments under this Transfer, the Transferee, by execution and delivery of a Transfer Agreement unless in connection with such Transfer, shall be bound, to the extent provided therein, by all of the covenants of the transferring Lender in the Operative Agreements. In connection with any Transfer or participation, Section 15 shall continue to apply with respect to any confidential and proprietary information of Borrower and, prior to disclosing such information to a Transferee will be required to make payments or participant or potential Transferee or participant, such Lender shall obtain the agreements of additional amounts pursuant to Section 2(d)(i)(4Transferee(s) and such other Persons as contemplated by clause (a) of this Agreement Section 15. Notwithstanding any provisions of the Operative Agreements to the contrary, no Lender shall be entitled to Transfer or grant participations to any Person in all or any portion of its Commitment, Loan Certificates or all or any portion of its beneficial interest in its Commitment or Loan Certificates, unless such Transfer or participation is in respect of such Taxa Commitment amount or an unpaid principal amount that is greater than or equal to Five Million Dollars (US$5,000,000) or if less, (C) a Termination Event or Event of Default does not occur under this Agreement as a result the outstanding principal amount of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to Loan Certificates or the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption outstanding amount of such obligations (and any related interests so transferred) by Lender’s Commitment, as the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfercase may be.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a Dealer may assign or transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement or delegate any of its duties hereunder to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party Baffiliate of Dealer; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the applicable law effective on the date of such transfer the Transferee or assignment, Counterparty will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Taxrequired, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at 12 the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions, the 2006 Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a Transaction pursuant to the Confirmation (including, without limitation, by making calculations, adjustments or determinations with respect to such Transaction but not, for the avoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (Dii) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to is the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovesole Defaulting Party, Party B shall (at Party A’s cost) at Party A’s written requesthave the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, take any reasonable steps required to be taken by it to effect during the period commencing on the date such transfer. (iv) Except as specified otherwise in Event of Default occurred and ending on the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A Early Termination Date with respect to such obligations (and any related interests so transferred)Event of Default, and a release and discharge as the Calculation Agent. Counterparty Payment Instructions: To be provided by Party B Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of Party A from, and an agreement Giving Notice: Dealer’s Contact Details for Purpose of Giving Notice: To be provided by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.Dealer. 3. Effectiveness. 13

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. On a Program-by-Program basis, commencing on the Effective Date until the expiration of the Research Term (or expiration of the Option Term for such Program, if later), Prothena shall transfer to Celgene certain biological or chemical materials (including Patient Samples) created or utilized hereunder, including reasonably sufficient quantities of any Collaboration Candidates and Collaboration Products (the “Transferred Prothena Materials”), in each case, that are reasonably requested by Celgene to the extent necessary or reasonably useful for the following purposes (the “Permitted Celgene Purposes”): (i) to determine whether a given Collaboration Candidate may be a Lead Candidate pursuant to Section 7 2.2.2(b), (ii) to evaluate whether to exercise its Options with respect to such Program, (iii) [***] and (iv) for such other purposes as may be agreed to by the Parties in writing. Celgene shall be the “Material Receiving Party” and Prothena shall be the “Transferring Party” for the Transferred Prothena Materials. For the avoidance of doubt, this Agreement Section 2.9.1 shall not apply to any transfers of materials or data as part of Celgene’s exercise of its Xxxxxxx Xxxxx 0 Portion Participation Right (or otherwise under any U.S. License Agreement or Global License Agreement). All transfers of such Transferred Prothena Materials by the Transferring Party A and, subject to Section 6(b)(ii) (provided that to the extent Material Receiving Party A makes shall be documented in a material transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in a form to be agreed upon in good faith by the Parties, which agreement shall contain customary material transfer agreement provisions contained in agreements for the transfer of similar materials in the pharmaceutical industry or otherwise as necessary to comply with obligations to Third Parties (if applicable), and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionset forth the type and name of the Transferred Prothena Material transferred, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all the amount of Party A’s rights the Transferred Prothena Material transferred and obligations under this Agreement, (B) as of the date of the transfer of such Transferred Prothena Material (each, a “Collaboration Material Transfer Agreement”). The Material Receiving Party shall only use the Transferred Prothena Materials provided pursuant to this Section 2.9.1 for the Permitted Celgene Purposes and the Material Receiving Party agrees that such Transferred Prothena Materials shall be used in compliance with Applicable Law and the terms and conditions of the material transfer agreement and this Agreement. The data that is generated by the Transferee will not be required Material Receiving Party pursuant to withhold or deduct on account of a Tax from any payments the Permitted Celgene Purposes under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A 2.9.1 shall be deemed to be references Program Know How; provided that Prothena shall grant, and hereby does grant, to Celgene a fully-paid up, royalty-free, worldwide, nonexclusive license (with the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptanceright to grant sublicenses through multiple tiers) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect use such transferProgram Know-How for [***]. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall apply to Party B (save in respect of any security granted by Party B under the Transaction Documents and subject to this Part 5(u) to the extent it applies to transfers by Party B in respect of transfers effected by or pursuant to the Transaction Documents) but shall not apply to Party A andA, subject who shall be required to comply with, and shall be bound by, the following: Without prejudice to Section 6(b)(ii) (provided that to the extent ), Party A makes a may transfer pursuant to Section 6(b)(ii) it will provide a its interest and obligations in and under this Agreement upon providing five Local Business Days' prior written notice to the Rating Agencies of such transferSecurity Trustee and Party B to any other entity (a Transferee) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.provided that: (iia) Subject to Part 5(o(i) belowthe Transferee has the Subsequent S&P Required Rating (provided that if the Transferee does not have the Initial S&P Required Rating at the time such transfer occurs, Party A may (at its own cost) transfer all such Transferee will provide collateral under the provisions of the Credit Support Annex or substantially all obtain a guarantee of its rights and obligations with respect to this Agreement to from an Eligible Guarantor that has the Initial S&P Required Rating) and the Transferee’s short-term IDR is rated at least as high as “F1” by Fitch (or its equivalent by any other entity substitute rating agency) and its long-term IDR is then rated not less than "A" by Fitch (a or its equivalent by any substitute rating agency) or (ii) such Transferee’s obligations under this Agreement are guaranteed by an Eligible Guarantor which has the Subsequent S&P Required Rating (provided that if such Eligible Guarantor does not have the Initial S&P Required Rating at the time such transfer occurs, such Transferee will provide collateral under the provisions of the Credit Support Annex) and whose short-term IDR is then rated at least as high as “Transferee”F1” by Fitch (or its equivalent by any substitute rating agency) that and whose long-term IDR is then rated not less than “A” by Fitch (or its equivalent by any substitute rating agency); (b) the Transferee is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that Replacement; (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (Cc) a Termination Event or an Event of Default does will not occur under this Agreement as a result of such transfer and transfer; (Dd) if the Transferee is domiciled in a different jurisdiction from both Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transferand Party B, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption notice of such obligations (transfer has been given to Fitch and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.S&P;

Transfer. Notwithstanding anything to the contrary in the Agreement (but it being understood that this Section 10 will not limit Section 7(a) of the Agreement), Dealer may, without the consent of CONE, assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under any Transaction, in whole or in part, to an affiliate of Dealer that is wholly-owned, directly or indirectly, by [Dealer Parent] / [Dealer] and the obligations of which under the Transaction are guaranteed by [Dealer] / [Dealer Parent], provided that (i) no Event of Default, Potential Event of Default or Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, (ii) no Extraordinary Event, Acceleration Event, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position, Excess Charter Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel the Transaction or to make an adjustment to the terms of the Transaction would result therefrom, (iii) at the time of such assignment or transfer, CONE would not, as a result of such assignment or transfer, reasonably be expected at any time either (A) to be required to pay (including a payment in kind) to Dealer or such transferee an amount in respect of an Indemnifiable Tax greater than the amount CONE would have been required to pay to Dealer in the absence of such transfer or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount CONE would have received if the payment were made immediately prior to such assignment or transfer, (iv) prior to any such assignment or transfer, Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by CONE to permit CONE to determine that the transfer complies with the requirements of this clause (iv), (v) CONE would not, at the time and as a result of such transfer or assignment, reasonably be expected to become subject to any registration, qualification, reporting or other requirement under applicable law or regulation to which it would not otherwise have been subject absent such transfer or assignment, (vi) Dealer shall be responsible for and shall promptly reimburse on demand of CONE reasonable fees and actual, documented out-of-pocket expenses incurred by CONE in connection with any proposed assignment or transfer of the Transaction at the request of Dealer, including reasonable fees and actual, documented out-of-pocket expenses of outside counsel to CONE in connection with any proposed assignment or transfer, and such transferee or assignee shall be responsible for and shall promptly reimburse on demand of CONE fees and actual, documented out-of-pocket expenses incurred by CONE arising after such transfer or assignment solely as a result thereof, (vii) such transfer would not at the time as a result of such transfer or assignment, reasonably be expected to (A) result in breach of any representation, warranty or undertaking of CONE in the Agreement or this Confirmation (unless such transferee or assignee waives the relevant representation, warranty or undertaking, as applicable), or (B) require CONE to take any additional action or incur any additional obligation, cost or expense to ensure the continued fulfillment of CONE’s representations, warranties and covenants, in each case as to such assignee or transferee (other than any such obligation, cost or expense that is reimbursed by Dealer or such transferee or assignee, whether pursuant to clause (vi) above or otherwise), and (viii) any assignee or transferee would be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI with respect to any payments or deliveries under the Agreement. Dealer agrees to give reasonable prior notice to CONE of any transfer or assignment without CONE’s consent pursuant to this Section 10; notwithstanding any such notice, no assignment or transfer by Dealer pursuant to this Section 10 shall take effect unless and until all conditions to such transfer or assignment are satisfied. Except to the extent permitted under Section 7 of this Agreement shall not apply to Party A andthe Agreement, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A CONE may not transfer (whether by way or assign any of security its rights or otherwise) obligations under any interest Transaction, the related Confirmation or obligation in or under this the Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the TransfereeDealer. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition assign and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of delegate its rights and obligations with respect to under (i) any one or more Transactions or (ii) this Agreement and all Transactions hereunder (the “Transferred Obligations”) to any other entity subsidiary of ML & Co. (a the “TransfereeAssignee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Transferee will not be Assignee of the Transferred Obligations; provided that with respect to (i) and (ii) above, (i) Party B is not, as a result of such transfer, required to pay to the Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; and (ii) the Assignee is not, as a result of such transfer, required to withhold or deduct on account of a Tax from any payments under this Agreement Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which Party A would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of corresponding to such Taxexcess. On the Effective Date, (Ca) a Termination Event or Event of Default does Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if Party A has not occur assigned and delegated its rights and obligations under this Agreement as a result of such transfer and (Dall Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A under this Agreement and shall be deemed to be references to Transaction(s) under the Transferee. (iii) If an entity has made master agreement, if any, between Assignee and Party B, provided that, if at such time Assignee and Party B have not entered into a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovemaster agreement, Assignee and Party B shall be deemed to have entered into an ISDA form of Master Agreement (at Party A’s costMulticurrency-Cross Border) at Party A’s written request, take with a Schedule substantially in the form hereof but amended to reflect the name of the Assignee and the address for notices and any reasonable steps required to amended representations under Part 2 hereof as may be taken by it to effect such specified in the notice of transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Neither party may transfer its rights or obligations under this Transaction except in accordance with Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (the Agreement; provided however that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A ML may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of assign its rights and delegate its obligations with respect to this Agreement hereunder, in whole or in part, to any other entity affiliate (a an “TransfereeAssignee”) that is of Xxxxxxx Xxxxx & Co., Inc. (“ML&Co.”), effective (the “Transfer Effective Date”) upon delivery to Counterparty of (a) an Eligible Replacement through a novation or other assignment executed acceptance and assumption agreement or similar agreement by the Assignee (an “Assumption”) of the transferred obligations of ML under this Transaction (the “Transferred Obligations”); and (b) an executed guarantee (the “Guarantee”) of ML&Co. of the Transferred Obligations, substantially in the form and substance reasonably satisfactory to Party Bof Exhibit A hereto; provided that no transfer shall be made where (Aa) Party B shall determine in its sole discretion, acting such transfer would result in a commercially reasonable mannerviolation of applicable securities laws, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (Bb) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee Counterparty will be required to make payments pay to the Assignee an additional amount in respect of additional amounts pursuant to an Indemnifiable Tax under Section 2(d)(i)(4) of this Agreement (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) that it would otherwise not make in the absence of such transfer; or (c) after Counterparty complies with its obligations, if any, under Section 4(a)(iii), Counterparty will receive a payment from which an amount has been withheld or deducted, on account of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)), in excess of that which ML would have been required to so withhold or deduct in the absence of such transfer; provided further, however, that a transfer may (notwithstanding the foregoing) be made in the event that a transfer is made where one party must withhold an amount of a Tax, and it is not a Tax Event specified in Section 5(b)(ii), and ML agrees to receive a payment from which an amount has been withheld or deducted in accordance with Section 5(b) or ML agrees to make any additional payment amount in accordance with Section 5(b), as the case may be. On the Transfer Effective Date, (Ca) a Termination Event or Event of Default does not occur ML shall be released from all obligations and liabilities arising under this Agreement as a result of such transfer the Transferred Obligations; and (Db) Party A receives confirmation from each Rating Agency (other than Moody’sthe Transferred Obligations shall cease to be a Transaction(s) that transfer to under the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A Agreement and shall be deemed to be references a Transaction(s) under the ISDA Master Agreement between Assignee and Counterparty, provided that, if at such time Assignee and Counterparty have not entered into a ISDA Master Agreement, Assignee and Counterparty shall be deemed to the Transfereehave entered into an ISDA form of Master Agreement (Multicurrency-Cross Border) without any Schedule attached thereto. Regulation: ML is regulated by The Securities and Futures Authority Limited and has entered into this Transaction as principal. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Offered Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (a) Until the occurrence of a Qualified IPO, except as required by law, no Management Member may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer”) any Units except pursuant to (i) Article XI of the LLC Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). (b) Following a Qualified IPO and the expiration of any underwriter or Company “lock-up” period (as provided for in Section 7 4(a) of the Registration Rights Agreement or otherwise) applicable to such Qualified IPO, each Management Member may only Transfer its Units pursuant to (i) a Permitted Transfer, (ii) a Transfer pursuant to Section 2.03, (iii) a Transfer in accordance with the Registration Rights Agreement or (iv) a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; provided, that no Management Member shall make a Transfer pursuant to this clause (iv) without the Company’s prior, written approval. (c) No Transfer by any Management Member may be made pursuant to this Article II unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement and the LLC Agreement (other than if the Transfer is conducted in accordance with the Registration Rights Agreement or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx); provided, that the conditions to Transfer described in clause (i) above shall not apply to Party A anda Transfer pursuant Article XI of the LLC Agreement or Sections 2.02, subject 2.03 or 2.04 hereof. (d) No Transfer by any Management Member may be made pursuant to Section 6(b)(iithis Article II (except pursuant to an effective registration statement under the 0000 Xxx) (provided that unless and until such Management Member has first delivered to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies Company an opinion of such transfer) and Part 5(f)(ii) below, Party A may not transfer counsel (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement reasonably acceptable in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’sCompany) that transfer to neither registration nor qualification under the Transferee does not violate the Rating Agency Condition. Following 1933 Act and applicable state securities laws is required in connection with such transfer, all references to Party A shall be deemed to be references to the TransfereeTransfer. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Until the occurrence of a Qualified IPO, except as required by law, no Management Member may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, "Transfer") any Units except pursuant to (i) Article XI of the LLC Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager Permitted Transferee (each a "Permitted Transfer"). (A) Following a Qualified IPO and the expiration of any underwriter or Company "lock-up" period (as provided for in Section 7 4(a) of the Registration Rights Agreement or otherwise) applicable to such Qualified IPO, each Management Member may only Transfer its Units pursuant to (i) a Permitted Transfer, (ii) a Transfer pursuant to Section 2.03, (iii) a Transfer in accordance with the Registration Rights Agreement or (iv) a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; provided, that no Management Member shall make a Transfer pursuant to this clause (iv) without the Company's prior, written approval. (B) No Transfer by any Management Member may be made pursuant to this Article II unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement and the LLC Agreement (other than if the Transfer is conducted in accordance with the Registration Rights Agreement or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Company policies and restrictions (including any trading "window periods" or other policies regulating xxxxxxx xxxxxxx); provided, that the conditions to Transfer described in clause (i) above shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer Transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as Article XI of the date of such transfer the Transferee will not be required to withhold LLC Agreement or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such TaxSections 2.02, (C) a Termination Event 2.03 or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee2.04 hereof. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 Except in the case of this Agreement shall not apply to a Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially transferring all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations interest under this Agreement, no Transfer shall be made by any Party which results in the transferor or the transferee holding an interest under this Agreement of less than ten percent (B10%) as of its original interest under this Agreement. (b) Both the date transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s share of any obligations (financial or otherwise) which have vested, matured or accrued under the provisions of this Agreement prior to such transfer the Transferee will not be required Transfer, including any obligation to withhold or deduct on account of a Tax from any payments contribute Work Program Expenses. (c) A transferee shall have no rights under this Agreement unless and until: (i) it expressly undertakes in an instrument reasonably satisfactory to the Transferee will be required other Party to make payments perform the obligations of additional amounts pursuant to Section 2(d)(i)(4) of the transferor under this Agreement in respect of the interest being transferred; and (ii) except in the case of a Transfer to a Related Body Corporate, the other Party has consented in writing to such TaxTransfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of the other Party its financial capability to perform its obligations under this Agreement. No consent shall be required under Clause 9.2(c)(ii) for a Transfer to a Related Body Corporate if the transferring Party agrees in an instrument reasonably satisfactory to the other to remain liable for performance by the Related Body Corporate of its obligations. (Cd) Nothing contained in this clause 9 shall prevent a Termination Event or Event of Default does not occur Party from Encumbering its interest under this Agreement as to a result third party for the purpose of security relating to finance, provided that: (i) the Party shall remain liable for all obligations relating to such transfer and interest; (Dii) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer the Encumbrance shall be expressly subordinated to the Transferee does not violate rights of the Rating Agency Condition. Following such transfer, all references other Party to Party A shall be deemed to be references to the Transferee.this Agreement; and (iii) If an entity has made a Firm Offer (which remains capable the Party shall ensure that any Encumbrance is expressly without prejudice to the provisions of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthis Agreement. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. This Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing security interest (as defined in the UCC) in the Receivables now existing or hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, which security interest is prior to all other Liens, and is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 7 3 of this Agreement Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall not apply to Party A and, have a first priority perfected security interest in such property (subject to Section 6(b)(ii9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) (provided that of the Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the extent Secured Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to hereunder. The Receivables constitute “accounts” within the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as meaning of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transfereeapplicable UCC. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a Dealer may assign or transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement or delegate any of its duties hereunder to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party Baffiliate of Dealer; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the applicable law effective on the date of such transfer the Transferee or assignment, Counterparty will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Taxrequired, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer or assignment, to pay to the Transferee does transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not violate the Rating Agency Condition. Following such transferreceive a payment from which an amount has been withheld or deducted, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee on account of a transfer to be made Tax in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps respect of which the other party is not required to be taken by it pay an additional amount, unless Counterparty would not have been entitled to effect receive any additional amount in respect of such transfer. (iv) Except as specified otherwise payment in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations (in respect of any Transaction and any related interests so transferred), and a release and discharge by Party B such designee may assume such obligations. Dealer shall be discharged of Party A from, and an agreement by Party B not its obligations to make Counterparty to the extent of any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferperformance.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that Prior to the extent Consent Date, other than to an Affiliate, neither Party A makes a may assign or transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) its interest and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation obligations in or under this Agreement without first satisfying the Rating Agency Condition and prior written consent of the other Party (with such non-transferring Party being the “Non-Transferring Party”). (ii) Prior to or following the Consent Date, neither Party may assign, transfer or otherwise dispose of, all or part of its Participating Interest to any third party (the “Third Party Transferee”) without the prior written consent of Party B.the Non-Transferring Party, provided that: (iia) Subject the Non-Transferring Party shall act reasonably at all times; (b) such consent of the Non-Transferring Party shall not be refused if the proposed Third Party Transferee satisfies all technical, operational, regulatory (including financial and security regulators) and financial requirements to Part 5(o) belowenable it to comply with its obligations as a Contractor under the Contract and the JOA. Notwithstanding the above, Party A may (at its own cost) if ERHC wishes to assign, transfer or otherwise dispose of, all or substantially all part of its rights Participating Interest to a Third Party Transferee that does not satisfy all technical, operational, regulatory (including financial and security regulators) and financial requirements to enable such Third Party Transferee to comply with its obligations with respect to this Agreement to any other entity (as a “Transferee”) that is an Eligible Replacement through Contractor under the Contract and the JOA, ERHC shall agree in a novation or other assignment and assumption agreement or similar agreement in form and substance document reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates CEPSA to all or substantially remain liable for all of the Third Party ATransferee’s rights technical, operational, regulatory (including financial and security regulators) and financial obligations under this Agreement, (B) as of the date of such transfer Contract and the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the TransfereeJOA. (iii) If either Party (the “Transferring Party”) wishes to negotiate with or enter into any agreement with a Third Party Transferee for the assignment, transfer or otherwise disposal of all or part of its Participating Interest, the Non-Transferring Party shall have the right at all times to match any offer made by such Third Party Transferee for the relevant Participating Interest and to have a right of first refusal over the acquisition of such Participating Interest on the same terms as those proposed by the Third Party Transferee to the proposed Transferring Party. If a Transferring Party transfers any portion of its rights and obligations herein or under the Contract to a Third Party Transferee, any payment and other obligations of the Transferring Party in favour of the Non-Transferring Party shall remain the obligations of the Transferring Party unless the Transferring Party secures an entity has made undertaking from Third Party Transferee in favour of the Non-Transferring Party obliging the Third Party Transferee to make such payments and bear such obligations (or in the case of a Firm Offer (which remains capable partial transfer, a pro rata share of becoming legally binding upon acceptancesuch payments and obligations) to be the transferee of a transfer to be made Non-Transferring Party in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthe terms of this Agreement. (iv) Except as specified otherwise If the Government elects to acquire an additional interest in the documentation evidencing Contract pursuant to Clause 28(1) of the Contract (the “Government Election”), the Parties agree that each Party will transfer a transfer, a transfer portion of all their Participating Interest to the obligations Government pro-rata to their Participating Interest as at the Consent Date to ensure that such quantum of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) additional interest acquired by the TransfereeGovernment under the Government Election is satisfied. Each Party covenants and undertakes hereby that if it seeks to transfer any part of its interest in the Contract after the Consent Date, a novation it will ensure that the transferee shall be bound by an identical provision to relinquish to the Government upon the Government Election such pro-rata portion of the transferee in place of Party A with respect transferred interest as will enable the Government to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not acquire the additional interest it elects to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferacquire.

Transfer. (a) Until the occurrence of a Qualified IPO, except as required by law, no Management Member may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer”) any Units except pursuant to (i) Article XI of the LLC Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). (b) Following a Qualified IPO and the expiration of any underwriter or Company “lock-up” period (as provided for in Section 7 4(a) of the Registration Rights Agreement or otherwise) applicable to such Qualified IPO, each Management Member may only Transfer its Units pursuant to (i) a Permitted Transfer, (ii) a Transfer pursuant to Section 2.03, (iii) a Transfer in accordance with the Registration Rights Agreement or (iv) a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; provided, that no Management Member shall make a Transfer pursuant to this clause (iv) without the Company’s prior, written approval. (c) No Transfer by any Management Member may be made pursuant to this Article II unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement and the LLC Agreement (other than if the Transfer is conducted in accordance with the Registration Rights Agreement or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Agreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating xxxxxxx xxxxxxx); provided, that the conditions to Transfer described in clause (i) above shall not apply to Party A anda Transfer pursuant Article XI of the LLC Agreement or Sections 2.02, subject 2.03 or 2.04 hereof. (d) No Transfer by any Management Member may be made pursuant to Section 6(b)(iithis Article II (except pursuant to an effective registration statement under the 0000 Xxx) (provided that unless and until such Management Member has first delivered to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies Company an opinion of such transfer) and Part 5(f)(ii) below, Party A may not transfer counsel (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement reasonably acceptable in form and substance reasonably satisfactory to Party B; provided the Company) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer. (Ae) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates No Management Member may Transfer Accelerated Vesting C/D Units prior to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as the one-year anniversary of the date of such transfer the Transferee will not be required to withhold or deduct on account of which they became Accelerated Vesting C/D Units following a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the TransfereeSponsor Sell-Down. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "Transferee") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party the then-current ratings of the Class A shall Certificates, the Mezzanine Certificates and the Class B Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(g) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. For each exercise of the Options: 1.5.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving the transfer of the Optioned Interests / Optioned Assets; 1.5.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the Optioned Interests to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; Party C shall obtain written statements from all shareholders of Party C giving consent to the transfer of the Optioned Assets to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.5.3 Party B /Party C shall execute a transfer contract with respect to each transfer with Party A and/or each Designee (i) Section 7 whichever is applicable), in accordance with the provisions of this Agreement and the Option Notice; 1.5.4 The relevant Parties shall not apply execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits, and take all necessary actions to transfer the valid ownership of the Optioned Interests / Optioned Assets to Party A andand/or the Designee(s), subject to Section 6(b)(ii) (provided that to the extent unencumbered by any security interests, and cause Party A makes a transfer pursuant and/or the Designee(s) to become the registered owner(s) of the Optioned Interests / Optioned Assets. For the purpose of this Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as “security interests” shall include securities, pledges, third party’s rights or interests, any stock options, acquisition right, right of the date of such transfer the Transferee will not be required first refusal, right to withhold offset, ownership retention, or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Taxother security arrangements, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A but shall be deemed to be references exclude any security interest created by this Agreement, Party B’s Share Pledge Agreement, and Party B’s Power of Attorney. “Party B’s Share Pledge Agreement” as used in this Agreement shall refer to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveShare Pledge Agreement executed by and among Party A, Party B shall (at and Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in C on the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (date hereof and any related interests so transferred) modifications, amendments, and restatements thereto (“Share Pledge Agreement”). “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the Transferee, a novation of the transferee in place of date hereof granting Party A with respect to such obligations (a power of attorney and any related interests so transferred)modifications, amendments, and a release and discharge by Party B restatements thereto (“Power of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAttorney”).

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o5(n) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’sXxxxx’x) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a Dealer may assign or transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement or delegate any of its duties hereunder to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party Baffiliate of Dealer; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the applicable law effective on the date of such transfer the Transferee or assignment, Counterparty will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Taxrequired, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no 12 Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Extraordinary Event, Early Valuation, Market Disruption Event, ISDA Event, Excess Section 13 Ownership Position or Excess Regulatory Ownership Position or other event or circumstance giving rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. Calculation Agent: Dealer. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions, the 2006 Definitions or this Master Confirmation, (i) whenever Dealer, acting as any of the Calculation Agent, Determining Party or Hedging Party, is required to act or to exercise judgment or discretion in any way with respect to a Transaction pursuant to the Confirmation (including, without limitation, by making calculations, adjustments or determinations with respect to such Transaction but not, for the avoidance of doubt, with respect to any election it is entitled to make), it will do so in good faith and in a commercially reasonable manner and (Dii) to the extent Dealer, acting in any capacity, makes any judgment, calculation, adjustment or determination, or exercises its discretion to take into account the effect of an event on such Transaction, it shall do so taking into account its Hedge Position. Dealer shall, within five Exchange Business Days of a written request by Counterparty, provide a written explanation of any judgment, calculation, adjustment or determination made by Dealer, as to such Transaction, in its capacity as Calculation Agent, Determining Party or Hedging Party, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination in reasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to is the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovesole Defaulting Party, Party B shall (at Party A’s cost) at Party A’s written requesthave the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, take any reasonable steps required to be taken by it to effect during the period commencing on the date such transfer. (iv) Except as specified otherwise in Event of Default occurred and ending on the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A Early Termination Date with respect to such obligations (and any related interests so transferred)Event of Default, and a release and discharge as the Calculation Agent. Counterparty Payment Instructions: To be provided by Party B Counterparty. Dealer Payment Instructions: To be provided by Dealer. Counterparty’s Contact Details To be provided by Counterparty. for Purpose of Party A from, and an agreement Giving Notice: Dealer’s Contact Details for Purpose of Giving Notice: To be provided by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.Dealer. 3. Effectiveness. 13

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (a) From and after the date of the Merger Agreement until the date that is eighteen (18) months following the Closing Date, each Seller Party agrees that neither it nor any of its controlled Affiliates has, and that neither it nor any of its controlled Affiliates shall, Transfer any Shares (the “Lock-Up Restriction”), except as follows: (i) Section 7 any Transfer of Shares to one or more of its controlled Affiliates, so long as such controlled Affiliates agree in writing to be bound by and such Seller Party continues to be bound by the terms of this Stockholders’ Agreement (for the avoidance of doubt, upon such Transfer, such Seller Party and such controlled Affiliates will be treated as one “party” for all purposes under this Stockholders’ Agreement); provided, however, that if any such transferee ceases to be a controlled Affiliate of such Seller Party, then such transferee shall transfer its Shares to such Seller Party or one of its controlled Affiliates then a Party to this Stockholders’ Agreement; (ii) any Transfer of Shares as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders, so long as (x) such Transfers do not apply exceed 2% of the outstanding Shares in the aggregate, (y) any such recipient who is not a controlled Affiliate of a Seller Party agrees in writing to be bound by the terms of this Section 2.1 and (z) any such recipient who is a controlled Affiliate of a Seller Party A andagrees in writing to be bound by and such Seller Party continues to be bound by the terms of this Stockholders’ Agreement (for the avoidance of doubt, subject upon such Transfer, such Seller Party and such controlled Affiliates will be treated as one “party” for all purposes under this Stockholders’ Agreement); (iii) any Transfer of Shares to Section 6(b)(ii) Nasdaq or any of its Subsidiaries, including pursuant to a share buyback (provided that for the avoidance of doubt, to the extent Party A makes a transfer that such Seller Party’s participation in such buyback is limited to its pro rata interest, such interest shall be based on its beneficial ownership; provided, however, that in no event shall such Seller Party’s participation in any buyback for which participation is so limited exceed the pro rata interest based on such Seller Party’s beneficial ownership); (iv) any Transfer of Shares pursuant to Section 6(b)(iia merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq; provided, however, that notwithstanding the foregoing, a Transfer pursuant to a voluntary tender of Shares in response to a tender or exchange offer may only be undertaken in reliance on this clause (iv) it will provide a prior written notice to if, within 10 Business Days of the Rating Agencies date of commencement of such transfer) and Part 5(f)(ii) belowtender or exchange offer, Party A may the Board of Directors either recommends for such tender or exchange offer (or does not transfer recommend rejection of such tender or exchange offer, unless the Board of Directors has indicated that it is still evaluating such tender or exchange offer); (whether by way of security or otherwisev) any interest or obligation in or under this Agreement without first satisfying Transfer of up to a one-half of the Rating Agency Condition Merger Consideration Shares on and without after the date that is six (6) months following the Closing Date; or (vi) any Transfer of Shares with the prior written consent of Party B.Nasdaq. (iib) Subject to Part 5(oThe Lock-Up Restriction shall automatically terminate on the eighteen (18) belowmonth anniversary of the Closing Date. (c) From and after the date of the Merger Agreement and until the date that is twelve (12) months following the Closing Date, each Seller Party A may (at its own cost) transfer all agrees that if it or substantially all any of its rights controlled Affiliates Transfers any Shares pursuant to a registered offering, such offering shall be a marketed underwritten offering pursuant to the terms of the Registration Rights Agreement. (d) From and obligations with respect after the date of the Merger Agreement and until the termination of this Agreement, each Seller Party agrees that neither it nor any of its controlled Affiliates has, and that neither it nor any of its controlled Affiliates shall, Transfer any Shares to this Agreement (1) any Activist, (2) any Person to the extent that immediately after such acquisition, such Person would hold 5% or more of the outstanding Shares and would be required to file a Schedule 13D after such acquisition or (3) any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement Competitor, in form and substance reasonably satisfactory to Party B; provided that each case except (A) Party B shall determine in its sole discretionpursuant to a merger, acting in a commercially reasonable mannerconsolidation, whether share exchange, tender offer or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreementother similar transaction involving Nasdaq, (B) as of the date of in any such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts Transfer pursuant to Section 2(d)(i)(4a public offering or a sale pursuant to Rule 144 under the Securities Act, provided that such Seller Party does not have actual knowledge that a purchaser pursuant thereto is a person described in clauses (1), (2) of this Agreement in respect of such Taxor (3), or (C) a Termination Event to any Investment Bank or Event its Affiliate in the capacity of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transferan underwriter, all references to Party A shall be deemed to be references to the Transfereeplacement agent, broker, dealer or similar function. (iiie) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be To the transferee of a transfer to be made extent any securities have been registered in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take the demand rights of any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A holder with respect to such obligations underwritten offerings under the Existing Registration Rights Agreement, and for so long as the Seller Parties continue to own any Registrable Securities (and any related interests so transferredas defined in the Registration Rights Agreement), and each Seller Party agrees that neither it nor any of its controlled Affiliates shall, effect any sale or distributions of Shares, including a release and discharge by Party B sale pursuant to Rule 144 (except as part of Party A fromany such registration, and an agreement by Party B not to make any claim for paymentif permitted), liabilityduring such period as the lead underwriter of such registration may reasonably request, or otherwise against Party A with respect tono greater than ninety (90) days, such obligations from and after beginning on the effective date of any registration statement relating to an underwritten offering (other than an underwritten shelf take-down) or the transferpricing of an underwritten shelf take-down, in each case, under the Existing Registration Rights Agreement. (f) The Seller Parties shall effect all Transfers in compliance with all applicable securities laws.

Transfer. (a) No Borrower shall Transfer any Collateral, and no Property Owner shall Transfer any Property, other than in compliance with Article II and other than the replacement or other disposition of obsolete or non-useful personal property and fixtures in the ordinary course of business, and Borrower shall not hereafter file a declaration of condominium with respect to any of the Properties. (b) Notwithstanding the foregoing: (i) Section 7 one or more Borrowers, may, at their sole cost and expense, Transfer all or a portion of the Required Equity to another Borrower or a New Borrower Entity and/or enter into a Permitted TRS Contribution Agreement, provided that the nature, extent and value of Lender’s collateral is not thereby impaired and (1) after giving effect to any such Transfer or Permitted TRS Contribution Agreement, no Change of Control shall have occurred, (2) Lender shall have received ten days’ advance written notice of any such Transfer or Permitted TRS Contribution Agreement together with a revised organizational chart reflecting such Transfer, (3) such Required Equity shall remain or become (as the case may be) subject to a first priority perfected Lien in favor of Lender, as evidenced by a legal opinion and updated UCC title insurance policy, in each case reasonably satisfactory to Lender and consistent with Rating Agency requirements, (4) if reasonably requested by Lender, Borrower shall deliver to Lender an updated nonconsolidation opinion satisfactory to Lender and such other updated legal opinions, certifications and evidence of compliance with this Agreement as Lender shall not apply reasonably require, (5) such Transfer shall have no adverse effect on Lender, (6) with respect to Party A anda Permitted TRS Contribution Agreement, subject to Section 6(b)(ii) (provided that to the extent Party A makes not already covered by the Loan Documents, Borrower shall have caused the rights of both parties under such agreement to be pledged to Lender as additional collateral for the Loan in a transfer pursuant manner reasonably satisfactory to Section 6(b)(iiLender and (7) it will provide a prior written notice to Borrower shall pay all reasonable costs and expenses of Lender in connection with the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.foregoing; (ii) Subject so long as no Event of Default is then continuing, Borrower may obtain the release of up to Part 5(o) belowand including 80% of the indirect equity interests in any Property Owner in the aggregate from the Liens of the Loan Documents in connection with the sale of such equity interests to an unaffiliated third party that enters into a Qualified Joint Venture Agreement with Borrower, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A1) Party B at the time of each such release, Borrower shall determine prepay the Loan, in its sole discretionaccordance with Section 2.1, acting in a commercially reasonable manneran amount equal to the applicable Unaffiliated Release Price for such Joint Venture Property, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreementprovided that, solely for these purposes, (Bi) as the amount specified in clause (x) of the date definition of “Unaffiliated Release Price” shall be multiplied by the percentage of the joint venture interest being Transferred, and (ii) the percentage specified in clause (y) of the definition of Unaffiliated Release Price shall be replaced with “100%”, which prepayment shall be accompanied by the other amounts specified in Section 2.1, (2) DSCR for the Test Period most recently ended, recalculated to include only Borrower’s share of income and expense attributable to the Properties remaining after the contemplated sale and to exclude the interest expense and principal payments on the aggregate amount to be prepaid, shall be equal to or greater than DSCR immediately prior to such transfer sale (as reasonably determined by Lender), (3) after giving effect to such release, the Transferee will aggregate Senior Collateral Value shall not be required to withhold or deduct on account less than 120% of the sum of the Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness (as reasonably determined by Lender), (4) Borrower shall reimburse Lender for any actual reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section (including the reasonable fees and expenses of legal counsel and the Servicer), (5) Lender shall retain a first-priority perfected pledge of the remaining equity interests in such Property Owner, which shall not be less than 20% of the equity therein; and (6) any subsequent sale of a Tax from any payments under Joint Venture Property shall be subject to the requirements of Section 2.2, except that, for purposes of this Agreement unless subsection (6) only, the Transferee will Release Price payable in connection therewith shall be required to make payments the Unaffiliated Release Price (taking into account 100% of additional amounts pursuant to Section 2(d)(i)(4the Aggregate Allocated Loan Amounts of the respective Properties, without reduction for prior equity sales) reduced by multiplying the amount specified in clause (x) of this Agreement in respect the definition of such Tax, (C) a Termination Event or Event Unaffiliated Release Price by the percentage of Default does the applicable joint venture not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee.theretofore released; (iii) If an entity has made a Firm Offer one or more Encumbered Property Owners may transfer one or more Encumbered Properties to one or more newly formed Single-Purpose Entities Controlled by Sponsor, in connection with the incurrence of Permitted Debt pursuant to clause (which remains capable iv) of becoming legally binding upon acceptance) to be the transferee definition of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer.“Permitted Debt”; (iv) Except as specified otherwise in the documentation evidencing a transfer, Borrower shall be permitted to Transfer Value Add Pool Equity pursuant to Section 2.3; and (v) a transfer of all the obligations of Party A made direct and/or indirect equity interests in compliance connection with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation foreclosure of the transferee Junior Mezzanine Loan (or similar “in place of Party A with respect lieu” transaction) shall be permitted, subject to such obligations (the intercreditor agreement between Lender and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferJunior Mezzanine Lender.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. The parties hereto agree that each Lender (ian “Existing Lender”) Section 7 may transfer all or any part (which, in the case of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(iiof part only, shall be in an amount of its Commitments and Contributions which is in aggregate not less than ten million Dollars ($10,000,000)) it will provide a prior written notice to the Rating Agencies of such transfer) its rights, benefits and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or obligations under this Agreement without first satisfying and the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject other Facility Documents to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity another person (a “Transferee”) that is an Eligible Replacement through a novation or provided that, in the case of (a) any transfer (other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not than a transfer relates made pursuant to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as contemplated by either of the date Option Agreements, to which the consent of such transfer the Transferee will Borrower is not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4required) of this Agreement in respect of such Tax, (C) a Termination Event or made when no Event of Default does has occurred and is continuing, the Borrower has given its consent thereto, such consent not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transferbe unreasonably withheld or delayed and, all references to Party A in any case, shall be deemed to have been given if the Facility Agent has not received notice from the Borrower that consent will not be references given on or prior to the date falling seven (7) Banking Days after the date the Borrower received notice of the relevant proposed transfer; and (b) any partial transfer, the same proportion of the rights, benefits and obligations in relation to each Facility shall be transferred. Any such transfer shall be effected upon not less than five (5) Banking Days’ prior notice by delivery to the Facility Agent of a duly completed Transfer Certificate duly executed by the Existing Lender and the Transferee. , together with the payment by the Existing Lender to the Facility Agent of a fee of two thousand Dollars (iii$2,000) If an entity has in respect of the administrative costs incurred by the Facility Agent in connection with such transfer. Other than a transfer made pursuant to or as contemplated by either of the Option Agreements, any Transferee shall be a Firm Offer Professional Market Party. On the Effective Date (which remains capable as specified and defined in a Transfer Certificate so executed and delivered), to the extent that the Commitments and Contributions of becoming legally binding upon acceptance) the Existing Lender are expressed in a Transfer Certificate to be the transferee subject of a the transfer in favour of the Transferee effected pursuant to this clause 15.3, by virtue of the counter-signature of the Transfer Certificate by the Facility Agent (for itself and the other parties to this Agreement): 15.3.1 the existing parties to this Agreement and the Existing Lender shall be made in accordance with Part 5(f)(iireleased from their respective obligations towards one another under this Agreement (“discharged obligations”) above, Party B and their respective rights against one another under this Agreement (“discharged rights”) shall be cancelled; 15.3.2 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (at Party A’s costother than such Existing Lender) at Party A’s written request, take any reasonable steps required shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to be taken or assumed by such Transferee instead of to or by such Existing Lender; and 15.3.3 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Lender) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Transferee instead of by or against such Existing Lender. The Facility Agent shall promptly notify the other Lenders and the Borrower of the receipt by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing of any Transfer Certificate and shall promptly deliver a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption copy of such obligations (and any related interests so transferred) by Transfer Certificate to the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferBorrower.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; PROVIDED, HOWEVER, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights 's offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days' prior written notice to Party B and obligations under this Agreementthe Trustee; PROVIDED that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party (i) obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates and the Notes (without regard to Party A shall the Note Policy or the Backup Note Policy) will not be deemed reduced or withdrawn and (ii) obtains the written consent of the Note Insurer and the Backup Note Insurer, such consent not to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) unreasonably withheld. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: "Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agency (Agencies other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following 's that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P and the Supplemental Interest Trust Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to Rating Agency Condition in relation to S&P, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the Rating Agency Condition in relation to S&P will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Section 7 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any transfer under this Section 7." (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer under Part 5(b), Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including, but not limited to transfers under Section 7 or otherwise) shall be made unless the transferring party obtains prior written confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition assign and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of delegate its rights and obligations with respect to under (i) any one or more Transactions or (ii) this Agreement and all Transactions hereunder (the “Transferred Obligations”) to any other entity direct or indirect affiliate of Party A (a the “TransfereeAssignee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Transferee Assignee of the Transferred Obligations and provided further,(1) if the Assignee is a direct or indirect affiliate of Party A and it is not an entity rated by Xxxxx’x, S&P or Fitch, Inc. (“Fitch”) or any successor to the business of any such rating agency, the Transferred Obligations will not be guaranteed by a direct or indirect affiliate of Party A that has a credit rating by Xxxxx’x, S&P or Fitch; (2) Party B will not, as a result of such transfer, be required to pay the Assignee any Indemnifiable Tax greater than the amount that Party B would have been required to pay to Party A in the absence of such transfer; (3) the Assignee will not, as a result of such transfer, be required to withhold or deduct on account of a any Tax from any payments under this Agreement unless the Transferee will be an amount in excess of that which Party A would have been required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement so withhold or deduct in respect the absence of such Tax, transfer; (C4) the transfer shall not give rise to a taxable event or any adverse tax consequences to Party B; (5) the transferee shall provide Party B with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as applicable) prior to becoming a party to this Agreement; (6) the transferee shall provide Payer Tax Representations and Payee Tax Representations; (7) an Event of Default or a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; and (D) 8) Party A receives confirmation from each Rating Agency has delivered (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(iithe notice section of this Agreement) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken an executed assignment and assumption agreement by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Assignee and Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A transferred obligations. No transfer shall be recognized unless the transferor party provides the other party to this Agreement with respect to such obligations (the name and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date address of the transfertransferee.

Transfer. (i) Section 7 Counterparty shall have the right to transfer or assign all or any of this Agreement shall not apply its rights and obligations hereunder with respect to Party A andall, subject to Section 6(b)(iior any, of the Options hereunder (such Options, the “Transfer Options”) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without with the prior written consent of Party B.Dealer, such consent not to be unreasonably withheld; provided that withholding of such consent by Dealer shall not be considered unreasonable if such transfer or assignment does not meet any of the following conditions: (iiA) Subject With respect to Part 5(oany Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 9(m) belowof this Confirmation; (B) Such transfer or assignment shall be effected on terms, Party A may including any reasonable undertakings by such third party (at its own cost) transfer all or substantially all of its rights and obligations including, but not limited to, an undertaking with respect to this Agreement 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 entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment matters by such third party and assumption agreement or similar agreement in form Counterparty, as are reasonably requested and substance reasonably satisfactory to Party B; provided that Dealer; (AC) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of Under the applicable law effective on the date of such transfer the Transferee or assignment, (1) Dealer will not not, as a result of such transfer or assignment, be required to withhold pay the transferee or deduct assignee on account any payment date or delivery date an amount or a number of a Tax from any payments Shares, as applicable, under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Agreement greater than the amount or the number of Shares, as applicable, that Dealer would have been required to pay to Counterparty in respect the absence of such Taxtransfer or assignment and (2) Dealer will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer or assignment; (CD) a Termination No Event or of Default, Potential Event of Default does not or Termination Event will occur under this Agreement as a result of such transfer and assignment; (E) Counterparty shall cause the transferee to make such 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 (C) and (D) Party A receives confirmation from each Rating Agency will not occur upon or after such transfer and assignment, including but not limited to providing tax documentation specified in Section 9(bb) of this Confirmation and making the tax representations specified in Section 9(aa) of this Confirmation on or prior to such transfer and at the other times specified in such Sections; and (other than Moody’sF) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A Counterparty shall be deemed to be references to the Transfereeresponsible for all reasonable and documented costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. (iiiii) If an entity Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Dealer (1) that has made a Firm Offer long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (which remains capable 2) whose obligations hereunder will be guaranteed, pursuant to the terms of becoming legally binding upon acceptancea customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Mxxxxx Sxxxxxx; provided that, in the case of any such transfer or assignment, under the applicable law effective on the date of such transfer or assignment, (I) Counterparty will not, as a result of such transfer or assignment, be required to be pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps the Agreement greater than the amount that Counterparty would have been required to be taken by it pay to effect such transfer. (iv) Except as specified otherwise Dealer in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption absence of such obligations transfer or assignment; (and II) Counterparty will not, as a result of such transfer or assignment, receive from the transferee or assignee on any related interests so transferredpayment or delivery date an amount or a number of Shares, as applicable, under Section 2(d)(i)(4) by the Transferee, a novation of the Agreement that is less than the amount or the number of Shares that Counterparty would have received from Dealer in the absence of such transfer or assignment; (III) Dealer shall cause the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not or assignee to make any claim for paymentsuch tax representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that events described in clauses (I) and (II) of this proviso will not occur upon or after such transfer or assignment; and (IV) no Event of Default, liability, Potential Event of Default or otherwise against Party A with respect to, Termination Event will occur as a result of such obligations from transfer and after the effective date of the transferassignment.

Transfer. 6.1 Subject to clause 6.2, at any time during the Step-in Period the Authority may give notice (i"Proposed Transfer Notice") Section 7 to the Contractor and/or the Licensor (as the case may be) that it wishes the Authority or Substitute Entity to assume by way of novation, transfer, sale or other disposal the rights and obligations of the Employer under either or both of the Ecodeco Construction Contracts and/or Project Co under the Operational Licence and specifying a date, falling not later than thirty (30) Business Days after the date of the Proposed Transfer Notice, on which such assumption is to be effective (which date, if such assumption shall become effective in accordance with this Agreement clause 6, shall not apply be known as the "Transfer Effective Date"). 6.2 Prior to Party A and, subject to Section 6(b)(iithe issue of a Proposed Transfer Notice the Authority shall (save where the Substitute Entity is the Authority) request the consent of the Contractor and/or the Licensor (as the case may be) (provided that such consent not to be unreasonably withheld or delayed) to the extent Party A makes a transfer pursuant identity of the Substitute Entity. The Contractor may, within fifteen (15) Business Days of the Proposed Transfer Notice notify the Authority that it does not consent to Section 6(b)(iithe Transfer if, acting reasonably, it is not satisfied that the Substitute Entity has:- 6.2.1 the legal capacity, power and authorisation; or 6.2.2 the technical competence, financial standing and resources to perform and discharge all the obligations, liabilities and duties of the Employer under the Ecodeco Construction Contracts and/or Project Co under the Operational Licence. The Contractor and/or the Licensor (as the case may be) shall be deemed to have consented to the identity of the Substitute Entity:- (a) where the Substitute Entity is the Authority; or (b) in any other case, unless it will provide a prior gives written notice to the Rating Agencies Authority to the contrary within fifteen (15) Business Days of such transferthe request from the Authority pursuant to this clause 6.2. 6.3 On the Transfer Effective Date:- 6.3.1 the Substitute Entity shall become a party to:- (a) and Part 5(f)(iithe relevant Ecodeco Construction Contract in place of the Employer (provided that a Proposed Transfer Notice has been issued in relation to the relevant Ecodeco Construction Contract); (b) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying in place of the Rating Agency Condition Employer and without thereafter shall be treated as if it is named as a party hereto in place of the prior written consent of Party B.Employer; and (iic) Subject the Operational Licence in place of Project Co (provided that a Proposed Transfer Notice has been issued in relation to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights the Operational Licence). 6.3.2 the parties to the relevant Ecodeco Construction Contract and/or the Operational Licence and obligations with respect to this Agreement to the Substitute Entity shall enter into a novation agreement and any other entity requisite agreements (a “Transferee”except for any others expressly provided for elsewhere in this clause 6.3) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; the Authority, the Contractor and/or the Licensor (as the case may be) (acting reasonably) pursuant to which the Substitute Entity shall be granted all of the rights and assume all of the obligations of Employer under the relevant Ecodeco Construction Contract and/or Project Co under the Operational Licence; 6.3.3 the parties to the relevant Ecodeco Construction Contract (other than the Employer) and the Operational Licence (other than Project Co) shall owe their respective obligations under the relevant Ecodeco Construction Contract and/or the Operational Licence arising on and after the Transfer Effective Date to the Substitute Entity and the receipt, acknowledgment or acquiescence of the Substitute Entity shall be a good discharge; 6.3.4 the Authority shall be released from the Step-in Undertaking, provided that (A) Party B the release of the Authority from the Step-in Undertaking shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates be without prejudice to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the Authority under the Step-in Undertaking which have accrued up to the Transfer Effective Date and are identifiable as at such date of shall have been discharged in full on or before such transfer date; 6.3.5 the Transferee will not Substitute Entity shall execute such agreements and/or documents as shall be required necessary to withhold or deduct on account of a Tax from ensure that the Contractor and/or the Licensor (as the case may be) is in substantially the same contractual position with the Substitute Entity as the Contractor was with the Employer and/or as the Licensor was with Project Co as at the Transfer Effective Date subject to any payments under this Agreement unless amendments thereto agreed (the Transferee will be required to make payments of additional amounts parties acting reasonably) between the Contractor, the Licensor and the Substitute Entity pursuant to Section 2(d)(i)(4) clause 6.3.2. 6.4 Each of the parties to the Ecodeco Construction Contracts and the Operational Licence hereby expressly consents to any and agrees to transfer by novation, transfer, assignment or otherwise of the Relevant Agreements to a Substitute Entity in accordance with the provisions of this Agreement clause 6. 6.5 On or after the Transfer Effective Date:- 6.5.1 the Contractor shall only be entitled to exercise its rights of termination under the Ecodeco Construction Contracts; and 6.5.2 the Licensor shall only be entitled to exercise its rights of termination under the Operational Licence (as appropriate) in respect of any event arising after the Transfer Effective Date provided that such Tax, event is not a breach of the Ecodeco Construction Contracts or the Operational Licence (Cas appropriate) a Termination Event or Event which is capable of Default does not occur under remedy and is remedied within any relevant remedy time period determined in accordance with the relevant provisions of the Ecodeco Construction Contracts and the Operational Licence. For the purposes only of this Agreement as a result of clause 6.5 such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A time period shall be deemed to commence five (5) Business Days after the Transfer Effective Date. 6.6 If as at the expiry of the Step-in Period the Authority shall be references in the course of conducting discussions in good faith with a Substitute Entity then the Step-in Period shall not expire but shall continue until a date specified by the Authority but no later than six (6) months after the expiry of the Step-in Period, or if conditional contracts have been entered into with a Substitute Entity as at the expiry of the Step-in Period then the Step-in Period shall not expire but shall continue until the date such contracts come into full force and effect provided that such date shall not be later than forty (40) Business Days after the date on which the conditional contracts were entered into. 6.7 The parties shall do all acts and things necessary to transfer the benefit of the Operational Licence to the TransfereeSubstitute Entity under that agreement. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Each Bank (ia "Transferor Bank") Section 7 may transfer all or any part (being, in the case of part, at least Euro 5,000,000 (or Euro 2,500,000 in the case of a transfer to another Bank) and an integral multiple of Euro 1,000,000) of its rights, benefits and/or obligations under this Agreement (including, for the avoidance of doubt, any outstanding Telekabel Notes) to a Qualifying Bank (a "Transferee") with the prior consent in writing of UPCF (acting on behalf of itself and each Obligor), such consent not to be unreasonably withheld or delayed, other than in the case of a transfer to another Bank or a Subsidiary or Holding Company of the Transferor Bank, in which event the consent of UPCF shall not apply be required. Any such transfer shall be effected upon not less than 5 Banking Days' prior notice by delivery to Party A andthe Agent of a duly completed Transfer Certificate duly executed by the Transferor Bank and the Transferee. On the Effective Date (as specified and defined in a Transfer Certificate so executed and delivered), subject to Section 6(b)(ii) (provided that to the extent Party A makes that the Commitment and Contribution of the Transferor Bank are expressed in a Transfer Certificate to be the subject of the transfer in favour of the Transferee effected pursuant to Section 6(b)(iithis clause 17.4, by virtue of the counter-signature of the Transfer Certificate by the Agent (for itself and the other parties to this Agreement and the Security Deed): (a) it will provide a prior written notice to the Rating Agencies of extent that in such transfer) Transfer Certificate the Transferor Bank seeks to transfer such obligations and Part 5(f)(ii) belowrights hereunder the existing parties to this Agreement and the Security Deed and the Transferor Bank shall be released from their respective obligations towards one another, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or other than the obligations outstanding from the Obligors to the Transferor Banks under this Agreement without first satisfying and the Rating Agency Condition Security Deed ("discharged obligations") and without their respective rights against one another, other than the prior written consent outstanding rights of Party B.the Transferor Bank against the Obligor, under this Agreement and the Security Deed ("discharged rights") shall be cancelled and the rights of the Transferor Bank against the Obligors shall be assigned to the Transferee party to the relevant transfer certificate (the "assigned rights"); (iib) Subject the Transferee party to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights the relevant Transfer Certificate and obligations with respect the existing parties to this Agreement and the Security Deed (other than such Transferor Bank) shall assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement assumed by such Transferee instead of to or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of by such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement Transferor Bank as a result of such transfer transfer; and (c) the Transferee party to the relevant Transfer Certificate and (D) Party A receives confirmation from each Rating Agency the existing parties to this Agreement and the Security Deed (other than Moody’ssuch Transferor Bank) that transfer shall acquire rights against each other which differ from the discharged rights and the assigned rights only insofar as they are exercisable by or against such Transferee instead of by or against such Transferor Bank as a result of such transfer; and, on such Effective Date, the Transferee shall pay to the Agent for its own account a fee of Euro 1,500 unless such Effective Date falls before the date falling three months after the date of closing of general syndication and both the Transferor Bank and the Transferee does not violate Bank were Banks on the Rating Agency Conditionclose of general syndication. Following The Agent shall promptly notify the Borrowers of the receipt by it of any Transfer Certificate and shall promptly deliver a copy of such transfer, all references to Party A shall be deemed to be references Transfer Certificate to the TransfereeBorrower. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trust Administrator on behalf of Party B but with prior written notice to S&P and the Trust Administrator, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that Notwithstanding anything to the extent Party A makes a contrary herein or in the Agreement, JPM may assign or transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement or delegate any of its duties hereunder to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment Affiliate of JPM whose obligations hereunder and assumption agreement or similar agreement in form under the Agreement are fully and substance reasonably satisfactory to Party Bunconditionally guaranteed by JPM; provided that (A) Party B shall determine Counterparty will neither (x) be required to pay, nor is there a material likelihood that it would be required to pay, an additional amount in its sole discretionrespect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement, acting nor (y) receive a payment, nor is there a material likelihood that it would receive a payment, from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount, in either case as a commercially reasonable manner, whether result of such transfer or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreementassignment, (B) as such transferee is a “dealer” within the meaning of section 1.1001-4(b)(1) of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, U.S. Treasury Regulations and (C) a Termination Event or no Event of Default does not or Potential Event of Default shall (x) have occurred with respect to JPM or (y) occur under this Agreement with respect to either party solely as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (assignment. Notwithstanding any other than Moody’s) that transfer provision in this Confirmation to the Transferee does contrary requiring or allowing JPM to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, JPM may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPM’s obligations in respect of this Transaction and any such designee may assume such obligations; provided that Counterparty will neither (x) be required to pay, nor is there a material likelihood that it would be required to pay, an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement, nor (y) receive a payment, nor is there a material likelihood that it would receive a payment, from which an amount has been deducted or withheld for or on account of any Tax in respect of which JPM or such designee is not violate the Rating Agency Conditionrequired to pay an additional amount, in either case as a result of such designation. Following such transfer, all references to Party A JPM shall be deemed discharged of its obligations to be references Counterparty to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable extent of becoming legally binding upon acceptance) to be the transferee of a transfer to be made any such performance in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthe preceding sentence. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) belowAgreement, Party A may assign and delegate, in whole but not transfer (whether by way of security or otherwise) any interest or obligation in or part, its rights and obligations under this Agreement without first satisfying the Rating Agency Condition consent of Party B to any wholly-owned corporate subsidiary of Xxxxxxx Xxxxx & Co., Inc. (“ML&Co.”) organized in the United States of America, provided that no Event of Default or Termination Event shall be occurring with respect to such wholly-owned subsidiary as result of such transfer. Further, Party A may assign and without delegate any of its rights and obligations under this Agreement with notice to Party B (and, in the event such assignment is prior to the True-Up Adjustment Date as defined in any applicable Guaranteed Partnership Agreement or made to one of Party B’s competitors (with competitors being limited to those entities which are engaged in the syndication of Tax Credits as defined in the applicable Guaranteed Partnership Agreements) as reasonably determined in good faith by Party A, with the prior written consent of Party B. (ii) Subject B, which consent shall not be unreasonably withheld or delayed; provided, however, such consent of Party B will not be required if the proposed transfer is based on Party A’s reasonable, good faith determination that such transfer is necessitated by legal or regulatory requirements and there is no non-competitor to Part 5(o) below, which Party A may (at its own costcan make such an assignment on commercially reasonable terms) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation party assuming, either directly or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionindirectly, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of any applicable IRFA pursuant to the date of such terms thereof. Any transfer permitted by the Transferee foregoing will not be required to withhold constitute an event described in Section 5(a)(viii) or deduct on account 5(b)(iv). In the event that a court of law makes a Tax from any payments under final non-appealable determination that Party A impermissibly assigned this Agreement unless the Transferee will be required to make payments a competitor of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such TaxParty B as defined above, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) without Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transferB’s consent, all references to Party A shall be deemed obligated to be references to pay the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge legal fees incurred by Party B in connection with Party B’s claim of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferimpermissible assignment.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights 's offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days' prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including, but not limited to transfers under Section 7 or otherwise) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(iiis replaced in its entirety with the following: (a) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) Neither this Agreement nor any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and or any Transaction may be transferred by Party B without the prior written consent of Party B.A and any purported transfer without such consent will be void. (iib) Subject to Part 5(oSection 6(b)(ii) belowof this Agreement, and except as expressly provided herein, neither this Agreement nor any interest or obligation in or under this Agreement or any Transaction may be transferred by Party A may (at its own cost) transfer all or substantially all without the prior written consent of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion(other than pursuant to a consolidation or amalgamation with, acting in a commercially reasonable manneror merger with or into, whether or not a transfer relates to of all or substantially all of Party A’s rights 's assets to, another entity) and any purported transfer without such consent will be void. Party A may transfer the Agreement, any of its interests and obligations in and under this Agreement or all, but not fewer than all Transactions, to another of Party A's offices, branches or Affiliates on two Business Days' prior written notice; provided, however, that (i) if such transfer is to an entity other than American International Group, Inc., such notice shall be accompanied by a Guarantee of American International Group, Inc. of such transferee's obligations in substantially the form of the Guarantee of American International Group, Inc. referred to in Part 4(f) of this Schedule or by an agreement in writing of American International Group, Inc. that such Guarantee will apply to the obligations of such transferee under this Agreement, (Bii) Party B will not, as a result of such transfer, be required under tax laws in effect on the date of transfer to pay to the transferee on the next succeeding Scheduled Payment Date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of default interest) greater than the amount which Party B would have been required to pay to Party A in the absence of such transfer transfer, (iii) the Transferee transferee will not not, as a result of such transfer, be required under laws in effect on the date of transfer to withhold or deduct on the next succeeding Scheduled Payment Date on account of a Indemnifiable Tax from any payments under this Agreement Section 2(d)(i) (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct in the absence of such transfer unless the Transferee will transferee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of corresponding to such Tax, excess and (Civ) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer. With respect to the result described in subclauses (ii) and (D) iii), Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer agrees to the Transferee does not violate the Rating Agency Condition. Following cause such transfertransferee to make, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, and Party B shall (at Party A’s cost) at Party A’s written requestagrees to make, take any reasonable steps required such Payee Tax Representations and Payer Tax Representation as may be reasonably requested by the other party in order to be taken by it permit such other party to effect determine that such result will not occur after such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party, provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (iA) Section 7 Any Transfer or Encumbrance of this an interest in a Contract and the corresponding Joint Operating Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to must also include a Transfer or Encumbrance of the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its corresponding rights and obligations with respect to in this Agreement and all Associated Agreements in which the transferor holds an interest. Likewise, any Transfer or Encumbrance of an interest in this Agreement or any Associated Agreement must include a Transfer or Encumbrance of the corresponding rights and obligations in this Agreement and all Associated Agreements, one or both of the Contracts, as applicable, and the Joint Operating Agreement or Joint Operating Agreements corresponding to such Contract or Contracts. (B) A transferee shall have no rights in this Agreement (except any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment notice and assumption agreement cure rights or similar agreement rights that may be provided to a Lien Holder by separate instrument signed by all Parties) unless and until: (1) It expressly undertakes in form and substance an instrument reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates the other Parties to all or substantially all of Party A’s rights and perform the obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments transferor under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of the Project Interest being transferred, whenever accruing, and obtains and furnishes to the other Parties a copy of any necessary Government approval for the Transfer or Encumbrance and furnishes any guarantees required by the Government or the applicable Contract on or before the applicable deadlines, and (2) Except in the case of a Transfer to an Affiliate and Transfers among Parties as provided for in Article 10 or Article 15, each Party has consented in writing to such TaxTransfer, which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of each Party its financial capability to perform its payment obligations under this Agreement including the satisfaction of its obligations with respect to Decommissioning pursuant to Article 12. No consent shall be required under this Article 14.2(B)(2) for a Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of its obligations. (C) To the extent a Termination Event transferee has satisfied the requirements set out in Article 14.2(B), the transferor shall be released from any and all of its obligations hereunder in relation to such transferred interest; provided that, notwithstanding the Transfer, the transferor shall remain liable to the other Parties for any obligations, financial or Event otherwise, in relation to such transferred interest which have vested, matured or accrued under the provisions of Default does not occur under this Agreement as a result prior to the date of such transfer and Transfer. (D) Nothing contained in this Article 14 shall prevent a Party A receives confirmation from each Rating Agency Encumbering all or any undivided share of its Project Interest to a Third Party (other than Moody’sa “Lien Holder”) that transfer for the purpose of security relating to finance, provided that: (1) Such Party shall remain liable for all obligations relating to such interest; (2) The Encumbrance shall be subject to any necessary approval of the Government and be expressly subordinated to the Transferee does not violate rights of the Rating Agency Condition. Following such transfer, all references to other Parties under this Agreement; and (3) Such Party A shall ensure that any Encumbrance shall be deemed expressed to be references without prejudice to the Transfereeprovisions of this Agreement. (iiiE) If an entity has made Each Party represents that neither it, nor any holder of equity interests in it or its direct or indirect parent companies or any right to any revenues or dividends or other distributions of such Party or its direct or indirect parent companies is or shall while it is a Firm Offer Party to this Agreement be a Prohibited Assignee, or a Person appearing on any list of Proscribed Persons, except as a consequence of purchase by such Prohibited Assignee or Proscribed Person of publicly-traded securities. From and after the Effective Date, should a Transfer or Encumbrance of (1) equity interests in a Party or its direct or indirect parent companies or any right to any revenues or dividends or other distributions of such Party or its direct or indirect parent companies or (2) any interest by such Party in any Project Interest Agreement or any right to revenues or other distributions under any Project Interest Agreement occur which remains capable would breach this Article, such Party shall promptly provide notice to all other Parties and shall have thirty (30) Days in which to Transfer or Encumber its interest to a Person not in violation of becoming legally binding upon acceptance) to be the transferee of restrictions in this Article, failing which the other Parties shall have the remedies described in Article 10.8 as if such Party were a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferDefaulting Party. (ivF) Except No Party shall Transfer or Encumber an interest in a segregated portion of the Unit Interval or Unit Area, or in any portion of a Contract Area. A Transfer or Encumbrance by a Party must be in respect of all or an undivided percentage of its Unit Interest share together with the corresponding rights and obligations in this Agreement and all Associated Agreements, one or both of the Contracts, as specified otherwise applicable, and the Joint Operating Agreement or Joint Operating Agreements corresponding to such Contract or Contracts. For the avoidance of doubt, a Party with interests in both Contracts may Transfer or Encumber its interests in one Contract and the corresponding interests in such Contract’s Joint Operating Agreement, this Agreement and the Associated Agreements, and maintain its interests in the documentation evidencing a transferother Contract and the corresponding interests in such other Contract’s Joint Operating Agreement, a transfer of all this Agreement and the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferAssociated Agreements.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or all its rights powers and privileges and all its unperformed and future obligations under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject each Transaction to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all any of its rights and obligations with respect to Affiliates (in this Agreement to any other entity (a Part 5(10), the “Transferee”) that is an Eligible Replacement through by delivering to Party B and the Trust Manager a novation or other assignment notice expressed to be given under this provision signed by both Party A and assumption agreement or similar agreement in form and substance reasonably satisfactory the Transferee. Upon delivery of those documents to Party B; provided that : (Aa) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of (Party A’s rights terminate): Party A’s rights, powers, privileges and obligations under this Agreement, Agreement and each Transaction terminate; (Bb) as of the date of such transfer the Transferee (Transfer and Assumption): Party A will not be required taken to withhold or deduct on account of a Tax from any payments have transferred its rights powers and privileges under this Agreement unless and each Transaction to the Transferee and the Transferee will be required taken to make payments of additional amounts pursuant have assumed obligations equivalent to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur those Party A had under this Agreement as a result of such transfer and each Transaction; (Dc) (Release): Party B will be taken to have released Party A receives confirmation from all its unperformed and future obligations under this Agreement and each Rating Agency Transaction; and (other than Moody’sd) that transfer (Documents): this Agreement and the Confirmation relating to each Transaction shall be construed as if the Transferee does not violate the Rating Agency Condition. Following such transfer, all references was a party to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A. A Transferee may utilise this provision as Party A. A transfer under this Part 5(10) will be of no force or effect until each Designated Rating Agency confirms in writing that such transfer will not result in a reduction, qualification or withdrawal of the credit ratings then assigned by them to the Class A1 Notes. To: [*] as trustee of the Series [*] WST Trust Attention: [*] [*] Attention: Manager, Global Derivatives Division Date: [*] The purpose of this letter is to confirm the terms and conditions of the transaction entered into between us on the terms specified below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below. This Confirmation is entered into by [*] as trustee of the Series [*] WST Trust (the “Trust”). This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of [*], with respect a schedule headed “Westpac Cross Currency Swap”, as amended, novated or supplemented from time to such obligations time (and any related interests so transferredthe “Agreement”), between [*] (“Party A”) and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date [*] as trustee of the transfer.Trust (“Party B”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All other terms used and not defined in this Confirmation have the meaning given in the Master Trust Deed (“Trust Deed”) between Westpac Securities Administration Limited ABN 49 000 000 000 and The Mortgage Company Pty Limited ABN 86 070 968 302 and the Series 0000-0X XXX Xxxxx Series Notice (the “Series Notice”) between Party A, Party B, Westpac Securitisation Management Pty Limited and others. The terms of the particular Transaction to which this Confirmation relates are specified below: 1. Our Reference: 2. Trade Date: [*] 3. Effective Date: [*]

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 In any case where there is a substitution of a New Entity in place of the Issuer as principal debtor under and in accordance with the Trust Deed, the Covered Bonds, the Receipts and the Coupons pursuant to the Trust Deed, such New Entity will automatically be substituted in place of the Issuer as a party to this Agreement without any prior approval thereof being required from the Dealers and the expression "Issuer" wherever used in this Agreement shall not apply to Party A andinclude any such New Entity provided that, subject to Section 6(b)(ii) (provided that where the substitute is the successor entity or transferee company of the Issuer, the Covered Bond Guarantee shall remain in place mutatis mutandis in relation to the extent Party A makes a transfer obligations of the New Entity. (b) In the event of any such substitution, any opinions obtained by the Bond Trustee pursuant to Section 6(b)(iiClause 21.3(g) it will provide a prior written notice of the Trust Deed shall also be addressed to the Rating Agencies of such transferDealers. (c) and Part 5(f)(ii) below, Party A Dealer may not only assign or transfer (whether by way of security its rights or otherwise) any interest or obligation in or obligations under this Agreement without first satisfying with the Rating Agency Condition prior written consent of the Issuer and the Guarantor except for an assignment of all of a Dealer's rights and obligations hereunder in whatever form such Dealer determines may be appropriate to a partnership, corporation, trust or other organisation in whatever form that may succeed to all or substantially all of such Dealer's assets and business and that assumes such obligations by contract, operation of law or otherwise. (d) If the Dealers assign their rights or transfer their obligations as provided in this Clause, the relevant assignee or transferee shall be treated as if it were a party to this Agreement with effect from the date on which such assignment or transfer takes effect; provided that any transfer shall only become effective when the Issuer has received an undertaking from the transferee to be bound by this Agreement and to perform the obligations transferred to it. Such assignment or transfer shall not affect any rights or obligations (including but not limited to, those arising under Clauses 7, 9 and 10) which have accrued at the time of assignment or transfer or which accrue thereafter to the parties in relation to any act or omission or alleged act or omission which occurred prior to such assignment or transfer. (e) The Guarantor may not assign or transfer its rights or obligations under this Agreement to any other party without the prior written consent of Party B. (ii) Subject each of the other parties to Part 5(o) below, Party A may (at its own cost) transfer this Agreement save that the Guarantor shall be entitled to assign by way of security all or substantially all any of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless without such consent to the Transferee will be required to make payments of additional amounts Bond Trustee pursuant to Section 2(d)(i)(4) the Security Agreement and the Bond Trustee may at its sole discretion assign without such consent all or any part of this the Security created by the Security Agreement upon an enforcement of the Security in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to accordance with the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the TransfereeSecurity Agreement. (iiif) If an entity has made a Firm Offer (which remains capable of becoming legally This Agreement shall be binding upon acceptance) to be and shall inure for the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation benefit of the transferee in place of Party A with respect to such obligations (Issuer, the Guarantor and any related interests so transferred), each Dealer and a release their respective successors and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferpermitted assigns.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(14)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B, except that Party A may make such transfer pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to another entity. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(14)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(14) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. No Stockholder may sell, assign, pledge or otherwise transfer (a "Transfer") any interest in any Securities, either voluntarily or involuntarily, by operation of law or otherwise, except: (a) in the case of any NCCC Stockholder or any HI Stockholder (i) to any Person other than an Affiliate, if that Person is a bank, an insurance company, an investment company, a saving and loan association, a mezzanine investment fund or other financial institution or to any other Person (other than a competitor of the Company or any Subsidiary thereof) with the consent of the Company, which consent will not be unreasonably withheld, to the extent permitted by Section 7 2.2, or (ii) to an Affiliate thereof (other than a Person who is an individual). (b) in the case of this Agreement any Other Stockholder, to the extent permitted in accordance with the Other Stockholder Agreements, provided, however, that each NCCC Stockholder and HI Stockholder shall have the right, but not apply to Party A andthe obligation, subject to Section 6(b)(iithe price and other terms described in the Other Stockholder Agreements to purchase any Offered Shares (as defined in the Other Stockholder Agreements) as if the NCCC Stockholders and HI Stockholders were holders of Common Stock and parties thereto, and shall be deemed to own that number of Common Shares (provided i) issued to such NCCC Stockholder or HI Stockholder, and (ii) issuable upon exercise of any NCCC Warrants or HI Warrants held by such NCCC Stockholder or HI Stockholder, respectively; and provided, further that in no event shall shares be Transferred to the extent a Third Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.the NCCC Stockholders and the HI Stockholders; or (iic) Subject pursuant to Part 5(o) below, Party A may (at its own cost) transfer all a Public Sale or substantially all of its rights and obligations with respect an Approved Sale or to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party Bthe Company; provided that (Ax) Party B shall determine the restrictions contained in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates this Section 2 will continue to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of be applicable to the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from Securities after any payments under this Agreement unless the Transferee will be required to make payments of additional amounts Transfer pursuant to Section 2(d)(i)(4clauses (a) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (Db) Party A receives confirmation from each Rating Agency above, and (other than Moody’sy) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of such Securities pursuant to clause (x) above shall either be a transfer party hereto or shall have executed and delivered to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthe Company an Instrument of Accession. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) and Part 5(e)(v) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B (it being understood that obtaining the prior written consent of Party B shall not relieve Party A of its obligations under Section 6(b)(ii), Part 5(e)(ii), below, or Part 5(e)(v), below, as applicable). (ii) Subject to Part 5(o) below5(z), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “"Transferee”") that is an Eligible Replacement through a novation or other an assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s 's rights and obligations under this Agreement (which such determination shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement), (B) the Transferee, as of the date of such transfer the Transferee will not transfer, must not, as a result thereof, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the such Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in with respect of such TaxTax (as evidenced by a law firm legal opinion to that effect), (C) the transfer to the Transferee must not lead to a Termination Event or Event of Default does not occur occurring with respect to this Agreement (which shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement as a result of such transfer Agreement), and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) the Transferee, as of the date of the transfer, must enter into a new indemnification and disclosure agreement with substantially the same terms as the existing XXX; provided that transfer to the Transferee does not violate satisfaction of the Rating Agency ConditionCondition will be required unless such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide prior written notice to Rating Agencies with respect thereto). Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s 's cost) at Party A’s 's written request, take any reasonable steps required execute such documentation provided to be taken it by it Party A as reasonably necessary to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. (v) In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, Xxxxx'x, Fitch and the Supplemental Interest Trust Trustee, to an Affiliate of Party A if: (i) such Affiliate has the First Trigger Required Ratings or has furnished an Eligible Guarantee provided by a guarantor that satisfies the Hedge Counterparty Ratings Requirement (which shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement), (ii) the transfer to such Affiliate does not lead to a Termination Event or Event of Default occurring with respect to this Agreement (which shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement), (iii) as of the date of the transfer, such Affiliate assumes all continuing obligations of Party A, if any, under the XXX, and (iv) as of the date of the transfer, such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement with respect of such Tax (as evidenced by a law firm legal opinion to that effect); provided that satisfaction of the Rating Agency Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Rating Agencies with respect thereto).

Transfer. (i) Section 7 Counterparty may transfer any of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security its rights or otherwise) delegate its obligations under any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without Transaction with the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A MLI. MLI may (at its own cost) transfer all or substantially all of assign and delegate its rights and obligations with respect to this Agreement under any Transaction (the “Transferred Obligations”) to any other entity subsidiary of ML & Co. (a the “TransfereeAssignee”) that is by notice specifying the effective date of such transfer (“Effective Date”) and including an Eligible Replacement through a novation or other assignment executed acceptance and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party Bby the Assignee of the Transferred Obligations; provided that (Ai) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and the obligations under this Agreement, (B) as of the date Assignee shall be guaranteed by a guarantee of Xxxxxxx Xxxxx & Co. in the form attached as Exhibit B; (ii) Counterparty will not, as a result of such transfer transfer, be required to pay to the Transferee Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount in respect of which Counterparty would have been required to pay to MLI in the absence of such transfer; (iii) Such assignment or delegation will not result in any adverse regulatory consequences to Counterparty; and (iv) the Assignee will not, as a result of such transfer, be required to withhold or deduct on account of a Tax from any payments under this Section 2(d)(i) of the Agreement (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which MLI would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Agreement in respect of corresponding to such Taxexcess. On the Effective Date, (Ca) a Termination Event or Event of Default does not occur MLI shall be released from all obligations and liabilities arising under this Agreement as a result of such transfer the Transferred Obligations; and (Db) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer if MLI has not assigned and delegated its rights and obligations under the Agreement and all Transactions thereunder, the Transferred Obligations shall cease to be a Transaction under the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A Agreement and shall be deemed to be references a Transaction under the master agreement, if any, between Assignee and Counterparty, provided that, if at such time Assignee and Counterparty have not entered into a master agreement, Assignee and Counterparty shall be deemed to have entered into an ISDA form of Master Agreement (Multicurrency-Cross Border) and Schedule substantially in the Transferee. (iii) If an entity has made a Firm Offer (which remains capable form of becoming legally binding upon acceptance) the Agreement but amended to reflect the name of the Assignee and the address for notices and any amended representations under Part 2 of the Agreement as may be specified in the transferee notice of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "Transferee") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party the then-current ratings of the Class A shall Certificates and the Mezzanine Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B except that Party A may make such transfer pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to another entity. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified and that, as of the date of such transfer, the Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax.) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall be amended by inserting the phrase “which consent shall not apply to Party A and, subject to be unreasonably withheld or delayed” in the third line thereof after the word “party” and before the word “except”. Notwithstanding the provisions of Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition assign and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at delegate its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, and all Transactions hereunder (Bthe “Transferred Obligations”) to any direct or indirect affiliate of Bank of America Corporation ((i) which has at least the same creditworthiness as Party A (or in the case of an Event of Default with respect to Party A, at least the date same creditworthiness as Party A disregarding such Event of Default) (the “Assignee”) and (ii) provided (a) Party B would not, at the time and as a result of such transfer the Transferee will not assignment, reasonably be expected to be required to withhold pay (including a payment in kind) to the Assignee at such time or deduct on any later date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 9(h) of the Agreement) 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, and (b) Party B would not, at the time and as a result of such assignment, reasonably be expected to receive a payment (including a payment in kind) from which at such time or on any later date an amount has been withheld or deducted, on account of a Tax from any payments under this Section 2(d)(i) of the Agreement (except in respect of interest under Section 9(h) 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, unless the Transferee Assignee will be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Agreement in respect of an amount equal to such Taxexcess), (C) a Termination Event or Event of Default does not occur under this Agreement as a result by notice specifying the effective date of such transfer and including an executed acceptance and assumption by the Assignee of the Transferred Obligations; and thereafter, as of the date specified: (Da) Party A receives confirmation shall be released from each Rating Agency all obligations and liabilities arising under the Transferred Obligations; and (other than Moody’sb) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to if Party A has not assigned and delegated its rights and obligations under this Agreement and all Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be references to Transaction(s) under the Transferee. (iii) If an entity has made master agreement, if any, between Assignee and Party B, provided that, if at such time Assignee and Party B have not entered into a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovemaster agreement, Assignee and Party B shall (at Party A’s cost) at Party A’s written request, take be deemed to have entered into an ISDA 2002 form of Master Agreement with a Schedule substantially in the form hereof but amended to reflect the name of the Assignee and the address for notices and any reasonable steps required to amended representations under Part 2 hereof as may be taken by it to effect such specified in the notice of transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and7, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A MSCS may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of assign its rights and delegate its obligations under any Transaction, in whole or in part, to any Affiliate of MSCS (an "Assignee"), effective (the "Effective Transfer Date") upon delivery to the Trust of both (a) an executed acceptance and assumption by the Assignee of the transferred obligations of MSCS under the Transaction(s) (the "Transferred Obligations"); and (b) an executed guarantee of Morgan Stanley of the Transferred Obligations substantially xxxxtical to the Credit Support Document with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party BMSCS; provided that (Ax) Party B no such transfer to an Assignee shall determine in its sole discretionoccur if (i) the Trust shall, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer transfer, be required to pay to MSCS or the Transferee will not Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) greater than the amount in respect of which the Trust would have been required to pay to MSCS in the absence of such transfer; (ii) MSCS or the Assignee shall, as a result of such transfer, be required to withhold or deduct on account of a Tax from any payments under this Agreement Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) an amount in excess of that which MSCS would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) corresponding to such excess; or (iii) an Event of this Agreement in respect of such TaxDefault, (C) a Termination Event or Potential Event of Default does not or Termination Event would occur under this Agreement hereunder as a result of such transfer transfer; (y) MSCS shall pay any fees and expenses incurred by or on the part of either party as a result of such transfer; and (Dz) Party A receives confirmation from each Rating Agency (other than Moody’s) that no such transfer to the Transferee does not violate an Assignee shall occur unless the Rating Agency ConditionAgencies confirm in writing that such transfer will not cause the reduction, suspension or withdrawal of their then current rating on any of the Notes. Following such transferOn the Effective Transfer Date, (a) MSCS shall be released from all references obligations and liabilities arising under the Transferred Obligations; and (b) the Transferred Obligations shall cease to Party A be Transaction(s) under this Agreement and shall be deemed to be references Transaction(s) under the ISDA Master Agreement between the Assignee and the Trust, provided that, if, on the Effective Transfer Date, the Assignee and the Trust have not entered into an ISDA Master Agreement, the Assignee and the Trust shall be deemed to have entered into an ISDA Master Agreement that is substantially identical to this Agreement, including this Schedule. At least 10 Business Days prior to any such transfer MSCS shall notify the Transferee. (iii) If an entity has made a Firm Offer (which remains capable Trust in writing of becoming legally binding upon acceptance) its intent to be the transferee of a transfer to be made its rights and delegate its obligations hereunder in accordance with the terms hereof, and shall state in writing that such transfer shall conform to the requirements of this Part 5(f)(ii) above5(f)(v), Party B whereupon the Trust shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect promptly notify each Rating Agency of such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Supplemental Interest Trust Trustee on behalf of Party B but with prior written notice to S&P and Party B, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to the Ratings Condition (with respect to S&P only), of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the Ratings Condition (with respect to S&P only) will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; PROVIDED, HOWEVER, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity of Party A's Affiliates (any such Affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that PROVIDED that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, for the benefit of Party B and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including transfers under Section 7 or otherwise) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Class A-2A Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovereduced, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) qualified or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the rights and obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such rights and obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such rights and obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, to such rights and obligations arising from and after the effective date of the transfer.

Transfer. (a) This Warrant may not be sold, assigned, pledged, encumbered, hypothecated, mortgaged, exchanged, given away, disposed of or otherwise transferred, voluntarily or involuntarily, pursuant to judicial process or otherwise (whether used as a verb or noun, each a "Transfer"), except that this Warrant may be Transferred in whole or in part: (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes Company in one or more transactions approved by a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.Voting Majority; (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity holder of Class B Units of the Company in a transaction approved by a Voting Majority; (iii) pursuant to the terms of Section 1.5(b); and (iv) in the case of a “Transferee”) holder that is an Eligible Replacement through institutional investor, to any Person under common control with such holder in a novation bona fide Transfer not part of a transaction or other assignment series of transactions that results in the direct or indirect Transfer of the Warrant to a Person not under common control with such holder; PROVIDED, HOWEVER, that no such Transfer shall be effective until such transferee under common control has delivered to the Company a written acknowledgement and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided the Company that (A) Party B any shares of stock of HF Holdings to be distributed by the Company to such transferee, following exercise by such transferee of the Warrant, shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates be subject to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as the provisions of the date Stockholders Agreement and that such transferee is bound thereby and a party thereto to the same extent as the holder from whom the Transfer was made. (b) Notwithstanding the foregoing Section 9(a) or Section 1.5(b), this Warrant may not be Transferred unless and until: (i) the transferor shall have notified the Company of the proposed Transfer and shall have furnished the Company with a statement of the circumstances surrounding the proposed Transfer; (ii) if reasonably requested by the Company, such transferor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such Transfer will not require registration of such transfer Warrant under the Transferee will not Securities Act of 1933, as amended, and that all requisite action has been or will, on a timely basis, be required to withhold or deduct on account of a Tax from taken under any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement applicable state securities laws in respect of connection with such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee.Transfer; and (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) the proposed transferee shall have agreed in writing to be bound by the transferee terms and provisions of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transferthis Section 9. (ivc) Except as specified otherwise in Upon a permitted Transfer of a portion of this Warrant (that is, the documentation evidencing a transferTransfer of the right to receive, upon payment of the Exercise Price to the Company, a transfer number of all Units less than the obligations maximum number of Party A made in compliance with Units for which, immediately prior to such Transfer, this Part 5(f) Warrant could be exercised), the Company at its expense will constitute an acceptance forthwith issue and assumption deliver to each of such obligations (the transferor and any related interests so transferred) transferee a new Warrant exercisable for the number of Units specified by the Transfereetransferor; PROVIDED, a novation HOWEVER, THAT, the aggregate number of Units for which the Warrant issued to the transferor and the Warrant issued to the transferee in place will be exercisable will not exceed the maximum number of Party A with respect Units for which, immediately prior to such obligations (and any related interests so transferred)the Transfer, and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferthis Warrant could be exercised.

Transfer. (i) Notwithstanding anything to the contrary in Section 7 of this Agreement the Agreement, Party A may, with the consent of Party B (which consent shall not apply be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is the Defaulting Party or a Termination Event with respect to which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A andor in the circumstances described in Sections 7(a) and 7(b) of the Agreement, subject Party B shall be deemed to Section 6(b)(ii) (provided that have given its consent and no actual specific written consent shall be required), transfer or assign the Transaction to which this Confirmation relates and the rights and obligations of Party A under the Agreement and the Credit Support Documents to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice they relate to the Rating Agencies of such transfer) and Part 5(f)(ii) belowTransaction to which this Confirmation relates to one or more assignees (each, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B); provided that that, in the event of an assignment or transfer by Party A without the express consent of Party B (Aother than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement); (i) Party B shall determine in its sole discretionwill not, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold pay to the Transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deduct deducted on account of a Tax from any payments under this Agreement unless with respect to which no additional amount is required to be paid by the Transferee will be required to make payments of additional amounts pursuant to under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect of such Tax, (C) to which Party A is the Defaulting Party nor a Termination Event or with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default does nor a Termination Event shall occur as a result of the assignment; (v) it will not occur become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under this the Transferee Agreement as a result of such transfer assignment; and (Dvi) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer provides to Party B written notice of such assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the Transferee does not violate contrary, from and after such date specified for an assignment that complies with the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveforegoing, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except may treat the Transferee as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferall purposes.

Transfer. (ia) Section 7 of this Agreement Seller shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a promptly pay and account for any transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement duties or taxes chargeable in form connection with the transfer of Purchased Securities which are equities and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement Equivalent Securities in respect thereof and shall reimburse to Buyer the amount of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement any liability incurred by it as a result of Seller’s failure to do so. (b) Where Margin Securities which are equities are transferred by one party to the other, the transferor (the first party) shall promptly pay and account for any transfer or similar duties or taxes chargeable in connection with such transfer and as well as in connection with any subsequent transfer by the transferee (Dthe second party) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer of Equivalent Margin Securities in respect thereof to the Transferee does not violate first party and shall reimburse to the Rating Agency Condition. Following second party the amount of any liability incurred by the second party as a result of the first party’s failure to do so. (c) In relation to Transactions to which this Annex applies and unless otherwise agreed, where any Purchased Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are transferred through a settlement system which automatically generates a mandatory payment or delivery, or a mandatory obligation to pay or deliver, against the transfer of such transferSecurities, all references then - (i) such automatically generated payment, delivery or obligation shall be treated as a payment or delivery by the transferee to Party A the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect a payment or delivery, such payment or delivery, or obligation to pay or deliver, shall be deemed to be references to a Margin Transfer made by the Transferee.transferee; and (iiiii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be unless the transferee of a transfer parties shall have agreed otherwise, the party receiving such Margin Transfer shall cause to be made in accordance with Part 5(f)(ii) aboveto the other party for value the same day either, Party B shall (at Party A’s cost) at Party A’s written requestwhere such Margin Transfer is a payment, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise an irrevocable payment in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption amount of such obligations Margin Transfer or, where such Margin Transfer is a delivery, an irrevocable delivery of Securities (and any related interests so transferredor other property, as the case may be) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferequivalent thereto.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of assign its rights and delegate its obligations under any Transaction, in whole or in part, to any Affiliate of ML & Co. (an "Assignee"), effective (the "Effective Transfer Date") upon delivery to the Administrator of both (a) an executed acceptance and assumption by the Assignee of the transferred obligations of MLCS under the Transaction (the "Transferred Obligations"); and (b) an executed guarantee of ML & Co., of the Transferred Obligations, substantially identical to the Credit Support Document with respect to this Agreement MLCS; provided, that no transfer to any other entity an Assignee shall occur if (i) MLCS or the Assignee shall, as a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold or deduct on account of a Tax from any payments under this Agreement Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which MLCS would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to withhold or deduct in the absence of such transfer, unless the Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) corresponding to such excess; (ii) an Event of this Agreement in respect of such TaxDefault, (C) a Termination Event or Potential Event of Default does not or Termination Event would occur under this Agreement hereunder as a result of such transfer or (iii) any of the Rating Agencies shall reduce, suspend or withdraw their ratings of the Notes as a result of such transfer; and provided, further, that MLCS shall pay any fees and expenses incurred by or on the part of either party as a result of such transfer. On the Effective Transfer Date, (a) MLCS shall be released from all obligations and liabilities arising under the Transferred Obligations; and (Db) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer the Transferred Obligations shall cease to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A be a Transaction under this Agreement and shall be deemed to be references Transaction under the ISDA Master Agreement between Assignee and Party B, provided that, if, on the Effective Transfer Date, Assignee and Party B have not entered into an ISDA Master Agreement, Assignee and Party B shall be deemed to have entered into an ISDA Master Agreement that is substantially identical to this Agreement, including this Schedule. At least 15 days prior to any such transfer MLCS shall notify the Transferee. (iii) If an entity has made a Firm Offer (which remains capable Administrator in writing of becoming legally binding upon acceptance) its intent to be the transferee of a transfer to be made its rights and delegate its obligations hereunder in accordance with the terms hereof, and shall state in writing that such transfer shall conform to the requirements of this Part 5(f)(ii) above5(e)(iv), Party B whereupon the Administrator shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect promptly notify each Rating Agency of such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding anything to the contrary in Section 7 of this Agreement the Agreement, Party A may, with the consent of Party B (which consent shall not apply be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is the Defaulting Party or a Termination Event with respect to which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A andor in the circumstances described in Sections 7(a) and 7(b) of the Agreement, subject Party B shall be deemed to Section 6(b)(ii) (provided that have given its consent and no actual specific written consent shall be required), transfer or assign the Transaction to which this Confirmation relates and the rights and obligations of Party A under the Agreement and the Credit Support Documents to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice they relate to the Rating Agencies of such transfer) and Part 5(f)(ii) belowTransaction to which this Confirmation relates to one or more assignees (each, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B); provided that that, in the event of an assignment or transfer by Party A without the express consent of Party B (Aother than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement): (i) Party B shall determine in its sole discretionwill not, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold pay to the Transferee an amount in respect of an Indenmifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deduct deducted on account of a Tax from any payments under this Agreement unless with respect to which no additional amount is required to be paid by the Transferee will be required to make payments of additional amounts pursuant to under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of, and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect of such Tax, (C) to which Party A is the Defaulting Party nor a Termination Event or with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default does nor a Termination Event shall occur as a result of the assignment; (v) it will not occur become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under this the Transferee Agreement as a result of such transfer assignment; and (Dvi) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer provides to Party B written notice of such assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the Transferee does not violate contrary, from and after such date specified for an assignment that complies with the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveforegoing, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except may treat the Transferee as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferall purposes.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the ISDA Form Master Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer by either party shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. 11. Amendment of the Pooling Agreement. Party B shall not amend the Pooling Agreement without Party A's prior written consent, where such consent is required under the terms of the Pooling Agreement. 12. Agency Role of Greenwich Capital Markets, Inc. This Transaction has been entered into by Greenwich Capital Markets, Inc., as agent for Party A. Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise responsible for the obligations of Party A under this Transaction. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC BY: GREENWICH CAPITAL MARKETS, INC., ITS AGENT By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Party B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO XXXXXXX XXXXX MORTGAGE INVESTORS TRUST, SERIES 2006-FM1 By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Solely with respect to Paragraphs 8 and 9, XXXXXXX XXXXX MORTGAGE LENDING, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- APPENDIX A (all such dates subject to adjustment in accordance with the Business Day Convention) From and including To but excluding Notional Amount (USD) ------------------ ---------------- --------------------- 6/30/2006 7/25/2006 0 7/25/2006 8/25/2006 0 8/25/2006 9/25/2006 0 9/25/2006 10/25/2006 0 10/25/2006 11/25/2006 0 11/25/2006 12/25/2006 0 12/25/2006 1/25/2007 367,874,591 1/25/2007 2/25/2007 352,767,716 2/25/2007 3/25/2007 336,351,301 3/25/2007 4/25/2007 318,944,792 4/25/2007 5/25/2007 301,059,011 5/25/2007 6/25/2007 283,107,993 6/25/2007 7/25/2007 265,667,982 7/25/2007 8/25/2007 248,953,736 8/25/2007 9/25/2007 233,349,494 9/25/2007 10/25/2007 218,841,751 10/25/2007 11/25/2007 205,569,159 11/25/2007 12/25/2007 193,368,411 12/25/2007 1/25/2008 182,088,119 1/25/2008 2/25/2008 171,562,050 2/25/2008 3/25/2008 161,291,172 3/25/2008 4/25/2008 150,253,736 4/25/2008 5/25/2008 137,086,035 5/25/2008 6/25/2008 121,136,159 6/25/2008 7/25/2008 105,203,575 7/25/2008 8/25/2008 92,684,924 8/25/2008 9/25/2008 82,695,236 9/25/2008 10/25/2008 78,434,000 10/25/2008 11/25/2008 78,434,000 11/25/2008 12/25/2008 74,583,020 12/25/2008 1/25/2009 69,614,729 1/25/2009 2/25/2009 65,071,531 2/25/2009 3/25/2009 60,927,085 3/25/2009 4/25/2009 57,109,898 4/25/2009 5/25/2009 53,556,473 5/25/2009 6/25/2009 50,210,603 6/25/2009 7/25/2009 47,102,919 7/25/2009 8/25/2009 44,242,962 8/25/2009 9/25/2009 41,650,284 From and including To but excluding Notional Amount (USD) ------------------ ---------------- --------------------- 9/25/2009 10/25/2009 39,299,785 10/25/2009 11/25/2009 37,151,536 11/25/2009 12/25/2009 35,172,048 12/25/2009 1/25/2010 33,340,885 1/25/2010 2/25/2010 31,640,281 2/25/2010 3/25/2010 30,056,669 3/25/2010 4/25/2010 28,577,783 4/25/2010 5/25/2010 27,194,521 5/25/2010 6/25/2010 25,898,010 6/25/2010 7/25/2010 24,688,744 7/25/2010 8/25/2010 23,567,589 8/25/2010 9/25/2010 22,485,938 EXHIBIT R FORM OF ASSESSMENT OF COMPLIANCE [DATE] Xxxxxxx Xxxxx Mortgage Investors, Inc. 000 Xxxxx Xxxxxx 4 World Financial Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-FM1 Wilshire Credit Corporation 00000 XX Xxxxxxxx Way Suite 200 Beaverton, Oregon 97005 Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the "Agreement") dated as of June 1, 2006 among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Wilshire Credit Corporation, as servicer and LaSalle Bank National Association, as trustee, relating to Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 (the "Issuing Entity") For the calendar year ending December 31, [2006] or portion thereof, [LaSalle Bank National Association, as Trustee] [Wilshire Credit Corporation, as Servicer] for the Issuing Entity has complied in all material respects with the relevant Servicing Criteria in Exhibit S of the Agreement. All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Agreement. Date: ------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT S SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE (RMBS unless otherwise noted) DEFINITIONS KEY: PRIMARY SERVICER - transaction party having borrower contactX - obligation TRUSTEE - fiduciary of the transaction and safe keeper of certain pool assets CUSTODIAN - safe keeper of certain pool assets WHERE THERE ARE MULTIPLE CHECKS FOR CRITERIA THE ATTESTING PARTY WILL IDENTIFY IN THEIR MANAGEMENT ASSERTION THAT THEY ARE ATTESTING ONLY TO THE PORTION OF THE DISTRIBUTION CHAIN THEY ARE RESPONSIBLE FOR IN THE RELATED TRANSACTION AGREEMENTS. WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- GENERAL SERVICING CONSIDERATIONS 1122(d)(1)(i) Policies and procedures are instituted to X X monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are IF APPLICABLE IF APPLICABLE outsourced to third parties, policies and FOR A FOR A procedures are instituted to monitor the TRANSACTION TRANSACTION third party's performance and compliance PARTICIPANT PARTICIPANT with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction N/A N/A agreements to maintain a back-up servicer for the Pool Assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions X policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. CASH COLLECTION AND ADMINISTRATION 1122(d)(2)(i) Payments on pool assets are deposited X X into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- 1122(d)(2)(ii) Disbursements made via wire transfer on X X Servicer disburses behalf of an obligor or to an investor funds to trustee. are made only by authorized personnel. Trustee disburses funds to certificateholders. 1122(d)(2)(iii) Advances of funds or guarantees regarding X collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, X X such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at a X X federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to X X prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly X X basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. INVESTOR REMITTANCES AND REPORTING 1122(d)(3)(i) Reports to investors, including those to X X be filed with the Commission, are maintained in accordance with the transaction agreements and applicable WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated X X Wilshire remits cash and remitted in accordance with and loan level data to timeframes, distribution priority and trustees based on other terms set forth in the transaction timelines established agreements. in the Pooling and Servicing Agreement. The trustee is responsible for the allocation of funds to certificateholders using the appropriate distribution priority as established by the Pooling and Servicing Agreement. 1122(d)(3)(iii) Disbursements made to an investor are X Trustee disburses posted within two business days to the funds to Servicer's investor records, or such certificateholders. other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the X X Servicer remits funds investor reports agree with cancelled and provides certain checks, or other form of payment, or investor reports to custodial bank statements. trustees within guidelines and timeframes established in the Pooling and Servicing Agreement. Trustee disburses funds to certificateholders. POOL ASSET ADMINISTRATION 1122(d)(4)(i) Collateral or security on pool assets is X X maintained as required by the transaction agreements or related pool asset documents. 1122(d)(4)(ii) Pool assets and related documents are X X safeguarded as required by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions X X to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any X payoffs, made in accordance with the related pool asset documents are WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates and the Notes will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to amend, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) belowassign, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Master Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer by either party shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 Neither the interests nor obligations of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation party in or under this Agreement without first satisfying (including any Transaction) are capable of being assigned or transferred (whether at law, in equity or otherwise), charged or the Rating Agency Condition and without the prior written consent subject of any trust or other fiduciary obligation (other than, in respect of Party B.B, the trusts and fiduciary obligations created under the Master Trust Deed and the security given under the Security Trust Deed). Any action by a party which purports to do any of these things is void. (b) Nothing in this Section 7: (i) restricts a transfer by a party under Section 6(b)(ii); (ii) Subject restricts a transfer by a party of its interests and obligations in or under this Agreement (including any -------------------------------------------------------------------------------- Page 27 INTEREST RATE SWAP SCHEDULE -------------------------------------------------------------------------------- Transaction) pursuant to Part 5(o) belowa consolidation or amalgamation with or merger into, Party A may (at its own cost) or transfer of all or substantially all of its rights and obligations with respect to this Agreement assets to, another entity (but without prejudice to any other entity (a “Transferee”) that is an Eligible Replacement through a novation right or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations remedy under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee.); (iii) If an entity has made restricts a Firm Offer (which remains capable novation of becoming legally binding upon acceptance) to be the transferee interests and obligations of a transfer to be made party in accordance with Part 5(f)(ii) above, Party B shall or under this Agreement (at Party A’s cost) at Party A’s written request, take including any reasonable steps required to be taken by it to effect such transfer.Transaction); or (iv) restricts a transfer by a party of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). (c) Unless otherwise agreed by the parties and each Designated Rating Agency, any transfer or assignment pursuant to this Section 7 must be made to an entity in respect of which each Designated Rating Agency confirms that such transfer or assignment will not result in a reduction or withdrawal of the then rating of any outstanding Notes. (d) Each party acknowledges that the other parties enter into this Agreement and each Transaction on the basis that this Section 7 must be strictly observed and is fundamental to the terms of this Agreement (including each Transaction)." (p) In Section 9(b) the first word "No" is replaced with: "Except to the extent that the entering into of each Transaction takes effect as specified otherwise an amendment to this Agreement (in the documentation evidencing a transfermanner and subject to the qualification referred to in Section 1(c), a transfer of all the obligations of Party A made in compliance with this as varied by Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferredSchedule), no amendment may be made unless notice of it is given to each Designated Rating Agency and a release each Designated Rating Agency confirms that the amendment will not result in the downgrading of any Notes and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferno".

Transfer. (ia) Section 6(b)(ii) of this Agreement shall apply, provided that the words "or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party" is deleted. (b) Section 7 of this Agreement shall not apply to Party A andA, subject who shall be required to comply with, and shall be bound by, the following: Without prejudice to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights interest and obligations with respect to in and under this Agreement to any other entity (a “"Transferee”"), provided that: (i) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory it has given five Local Business Days' prior written notice to Party B; provided that ; (ii) the Transferee's long-term, unsecured and unsubordinated debt obligations are then rated not less than "A+" by Fitch and its short-term, unsecured and unsubordinated debt obligations are then rated not less than "A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether -l+" by S&P and "Fl" by Fitch or not a transfer relates to all or substantially all of Party A’s rights and such Transferee's obligations under this AgreementAgreement are guaranteed by an entity whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "A+" by Fitch and whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-l+" by S&P and "Fl" by Fitch; (Biii) as of the date of such transfer the Transferee will not not, as a result of such transfer, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Agreement; (Civ) a Termination Event or an Event of Default does not occur under this Agreement as a result of such transfer and transfer; (Dv) no additional amount will be payable by Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references B to Party A shall be deemed to be references to or the Transferee.Transferee on the next succeeding Interest Payment Date as a result of such transfer; and (iiivi) If (if the Transferee is domiciled in a different country from both Party A and Party B) S&P and Fitch have provided prior written notification that the then current ratings of the Notes will not be adversely affected; (vii) the Transferee is an Eligible Replacement; and (viii) if an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii(vii) above, Party B shall (at Party A’s 's cost) at Party A’s 's written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a . Following such transfer of all the obligations of references to Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by shall be deemed to be references to the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 of this Agreement Seller shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a promptly pay and account for any transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement duties or taxes chargeable in form connection with the transfer of Purchased Securities which are equities and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement Equivalent Securities in respect thereof and shall reimburse to Buyer the amount of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement any liability incurred by it as a result of Seller’s failure to do so. (b) Where Margin Securities which are equities are transferred by one party to the other, the transferor (the first party) shall promptly pay and account for any transfer or similar duties or taxes chargeable in connection with such transfer and as well as in connection with any subsequent transfer by the transferee (Dthe second party) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer of Equivalent Margin Securities in respect thereof to the Transferee does not violate first party and shall reimburse to the Rating Agency Condition. Following second party the amount of any liability incurred by the second party as a result of the first party’s failure to do so. (c) In relation to Transactions to which this Annex applies and unless otherwise agreed, where any Purchased Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are transferred through a settlement system which automatically generates a mandatory payment or delivery, or a mandatory obligation to pay or deliver, against the transfer of such transferSecurities, all references then - (i) such automatically generated payment, delivery or obligation shall be treated as a payment or delivery by the transferee to Party A the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect a payment or delivery, such payment or delivery, or obligation to pay or deliver, shall be deemed to be references to a Margin Transfer made by the Transferee.transferee; and (iiiii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be unless the transferee of a transfer parties shall have agreed otherwise, the party receiving such Margin Transfer shall cause to be made in accordance with Part 5(f)(ii) aboveto the other party for value the same day either, Party B shall (at Party A’s cost) at Party A’s written requestwhere such Margin Transfer is a payment, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise an irrevocable payment in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption amount of such obligations Margin Transfer or, where such Margin Transfer is a delivery, an irrevocable delivery of Securities (and any related interests so transferredor other property, as the case may be) by the Transferee, a novation equivalent thereto. These guidance notes - • are designed to provide users of the transferee in place of Party A Equities Annex with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B information on its content; • do not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date form part of the transferEquities Annex or the Agreement; and • summarise certain, but not all, of the provisions of the Equities Annex.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party the then-current ratings of the Class A shall Certificates, the Mezzanine Certificates and the Class B Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (ia) Section 7 of this Agreement MBF shall not apply sell, transfer, assign, pledge or otherwise dispose of any capital stock of the Company in a single or series of related private transactions (a "TRANSFER") other than in compliance with this Section 2. MBF agrees not to Party A andconsummate any Transfer (other than a Transfer to a Permitted Transferee pursuant to Sections 2(c), subject to 2(d) and 2(e) or transaction permitted under Section 6(b)(ii2(f)) until the expiration of a 15-day period (provided that to the extent Party A makes "ELECTION PERIOD") following delivery by MBF of a transfer Transfer Notice pursuant to Section 6(b)(ii2(b). (b) it will provide If at any time MBF desires to transfer 15% or more of the shares of Common Stock directly owned (whether jointly or severally) by him (which, for purposes of this section 2 shall include shares owned by the Estate of Xxxxxxx X. Xxxxxx (until distributed in accordance with Section 2(f)), but exclude shares owned by the Overlook Estate Foundation, Inc. or the Xxxxxxx X. Xxxxxx Family Trust) in a prior single or series of related private transactions to a Person other than a Permitted Transferee or as set forth in Section 2(f), and, so long as the Purchaser owns 20% of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock, MBF shall notify the Company and the Purchaser of such desire (the "TRANSFER NOTICE"). The Purchaser shall have the right, exercisable by written notice to the Rating Agencies Company and to MBF prior to the expiration of the Election Period, to participate in such Transfer on a pro rata basis on the same terms and conditions as MBF. In the event that the Purchaser elects to participate in a Transfer pursuant to this Section 2(b), MBF and the Purchaser shall be entitled to sell in such Transfer the number of shares of Common Stock determined by multiplying the number of shares covered by the Transfer Notice by a fraction, the numerator of which is the number of shares of Common Stock or Common Stock issued or issuable upon conversion of the Preferred Stock held by MBF or the Purchaser (determined on a fully diluted basis), as the case may be, and the denominator of which is the number of shares of Common Stock or Common Stock issued or issuable upon conversion of the Preferred Stock held by both MBF and the Purchaser (determined on a fully diluted basis). MBF shall not effect any Transfer subject to this Section 2(b) unless the purchaser agrees to the participation of the Purchaser in such transaction as specified above or, in the alternative, MBF purchases the shares that the Purchaser is entitled to include in such Transfer on the terms set forth in the Transfer Notice concurrently with the closing of such transferTransfer. For the avoidance of doubt, it is understood and agreed that this Section 2(b) and Part 5(f)(ii) belowdoes not apply to Transfers by MBF, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable mannersingle or series of related transactions that do not exceed, whether individually or not a transfer relates to all in the aggregate, 15% or substantially all of Party A’s rights and obligations under this Agreement, (B) as more of the date shares of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the TransfereeCommon Stock directly owned by him. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i1) Section 7 Subject to the remaining paragraphs of this Agreement shall not apply to Party A andPart 5(e), subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A neither party may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.the other party. (ii2) Subject to Part 5(o) belowgiving five Local Business Days prior written notification to the Security Trustee and Party B, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “"Transferee”") that if: (i) the Transferee is an entity who is a Fitch Eligible Replacement through Counterparty; (ii) to the extent that any of the Notes remain outstanding and remain rated by DBRS, the Eligible Counterparty is a novation DBRS Eligible Counterparty (subject to such DBRS Eligible Counterparty providing collateral to the extent that it is not a First Threshold DBRS Compliant Entity at the time of such transfer); (iii) the Transferee contracts with Party B on terms that (x) have the same effect as the terms of this Agreement in respect of any obligations (whether absolute or other assignment contingent) to make payment or delivery after the effective date of such transfer and assumption agreement (y) insofar as they do not relate to payment or similar agreement delivery obligations, are, in form all material respects, no less beneficial for Party B than the terms of this Agreement immediately before such transfer, which, for the avoidance of doubt, includes but is not limited to the terms relating to posting of collateral pursuant to the Credit Support Annex; (iv) unless such transfer is effected for the purpose of Section 6(b)(ii) or the Transferee contracts with Party B on terms that are identical to the terms of this Agreement (save for any amendments that are necessary to reflect, or are a natural consequence of, the fact that the Transferee is to be substituted for Party A), Party B has determined that the condition in (iii)(y) above is satisfied and substance reasonably satisfactory communicated such determination to Party B; provided that A in writing; (Av) Party B shall determine in its sole discretion, acting if the Transferee is domiciled in a commercially reasonable mannerdifferent jurisdiction from both Party A and Party B, whether notice is given to Fitch; (vi) (except where the Transferee is required to pay additional amounts pursuant to Section 2(d)(i) of this Agreement or not a transfer relates to all or substantially all the equivalent clause in the replacement agreement as of Party A’s rights and obligations under this Agreement, (Bthe date of such transfer) as of the date of such transfer transfer, the Transferee will not be required to withhold or deduct on account not, as a result of a Tax from any payments under this Agreement unless the Transferee will such transfer, be required to make payments any withholding or deduction for or on account of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement any Tax in respect of such Taxpayments made under this Agreement; (vii) as judged immediately prior to the proposed transfer, (C) a Termination Event or Event of Default does will not occur under this Agreement as a direct result of such transfer; and (viii) no additional amount will be payable by Party B to either Party A or the Transferee on the next succeeding Scheduled Settlement Date as a result of such transfer. (3) Following a transfer and (Din accordance with Part 5(e)(2) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transferabove, all references to Party A shall be deemed to be references to the TransfereeTransferee and the Transferee shall be deemed to have made each of the representations made by Party A pursuant to this Agreement. (iii4) If an entity has Any determination made a Firm Offer (which remains capable of becoming legally binding upon acceptance) by Party B as to be the transferee of whether or not a transfer to be made satisfies the condition in accordance with Part 5(f)(ii(2)(iii)(y) above, Party B shall (at Party A’s cost) at Party A’s written request, take any be carried out in a commercially reasonable steps required to be taken by it to effect such transfermanner. (iv5) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B may transfer (whether by way of Party A fromsecurity or otherwise) any interest or obligation in or under this Agreement, and an agreement provided that such transfer is effected by Party B not or pursuant to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferTransaction Documents.

Transfer. (iA) Section 7 Except in the case of a Party transferring all of its Participating Interest, no Transfer shall be made by any Party which results in the transferor or the transferee holding a Participating Interest of less than five percent (5%) or any interest other than a Participating Interest in the Contract and this Agreement. If a Party holds a Participating Interest of five percent (5%) or less prior to any Transfer, then such Party may only Transfer to an existing Party, unless each other Party consents in advance to a Transfer to a person or entity that is not at the time a Party, which consent may be withheld, conditioned or delayed for any or no reason. (B) Subject to the terms of Articles 4.9 and 4.10, the Party serving as Operator shall remain Operator following Transfer of a portion of its Participating Interest. If Operator transfers all of its Participating Interest to an Affiliate, that Affiliate shall automatically become the successor Operator, provided that the transferring Operator shall remain liable for its Affiliate's performance of its obligations. (C) Both the transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s Participating Interest share of any obligations (financial or otherwise) which have vested, matured or accrued under the provisions of the Contract or this Agreement prior to such Transfer. Such obligations, shall not apply include any proposed expenditure approved by the Operating Committee prior to the transferring Party A and, subject notifying the other Parties of its proposed Transfer and shall also include costs of plugging and abandoning wxxxx or portions of wxxxx and decommissioning facilities in which the transferring Party participated (or with respect to Section 6(b)(iiwhich it was required to bear a share of the costs pursuant to this sentence) (provided that to the extent Party such costs are payable by the Parties under the Contract. (D) A makes transferee shall have no rights in the Contract or this Agreement (except any notice and cure rights or similar rights that may be provided to a transfer pursuant to Section 6(b)(iiLien Holder (as defined in Article 12.2(E)) by separate instrument signed by all Parties) unless and until: (1) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation expressly undertakes in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance instrument reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates the other Parties to all or substantially all of Party A’s rights and perform the obligations under this Agreement, (B) as of the date of such transfer transferor under the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of Contract and this Agreement in respect of the Participating Interest being transferred and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government or the Contract on or before the applicable deadlines; and (2) except in the case of a Transfer to an Affiliate, each Party has consented in writing to such TaxTransfer, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer which consent shall be denied only if the transferee fails to establish to the Transferee does not violate reasonable satisfaction of each Party its financial capability to perform its payment obligations under the Rating Agency ConditionContract and this Agreement. Following such transfer, all references to Party A No consent shall be deemed required under Article 12.2(D)(2) for a Transfer to be references an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the Transfereeother Parties to remain liable for its Affiliate’s performance of its obligations. (iiiE) If an entity has made Nothing contained in this Article 12 shall prevent a Firm Offer Party from Encumbering all or any undivided share of its Participating Interest to a third party (which remains capable a “Lien Holder”) for the purpose of becoming legally binding upon acceptancesecurity relating to finance, provided that: (1) such Party shall remain liable for all obligations relating to such interest; (2) the Encumbrance shall be subject to any necessary approval of the Government expressly subordinated to the rights of the other Parties under this Agreement; (3) such Party shall ensure that any Encumbrance shall be expressed to be without prejudice to the transferee provisions of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer.this Agreement; and (iv4) Except as specified otherwise the Lien Holder shall first enter into and deliver a subordination agreement in favor of the documentation evidencing a transferother Parties, a transfer of all in substantially the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) form approved by the Transferee, a novation of the transferee Operating Committee in place of Party A consultation with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferlegal counsel.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Notes will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee and the Indenture Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to the S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies, to the extent applicable, (x) clause (a) of the definition of the Hedge Counterparty Ratings Requirement, (y) clause (c) of the definition of the Hedge Counterparty Ratings Requirement and (z) the Guarantor Ratings Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A’s written request and at Party A’s expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Notwithstanding anything to the contrary in Section 7 of this Agreement the Agreement, Party A may, with the consent of Party B (which consent shall not apply be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is the Defaulting Party or a Termination Event with respect to which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A andor in the circumstances described in Sections 7(a) and 7(b) of the Agreement, subject Party B shall be deemed to Section 6(b)(ii) (provided that have given its consent and no actual specific written consent shall be required), transfer or assign the Transaction to which this Confirmation relates and the rights and obligations of Party A under the Agreement and the Credit Support Documents to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice they relate to the Rating Agencies of such transfer) and Part 5(f)(ii) belowTransaction to which this Confirmation relates to one or more assignees (each, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B); provided that that, in the event of an assignment or transfer by Party A without the express consent of Party B (Aother than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement): (i) Party B shall determine in its sole discretionwill not, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold pay to the Transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deduct deducted on account of a Tax from any payments under this Agreement unless with respect to which no additional amount is required to be paid by the Transferee will be required to make payments of additional amounts pursuant to under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of, and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect of such Tax, (C) to which Party A is the Defaulting Party nor a Termination Event or with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default does nor a Termination Event shall occur as a result of the assignment; (v) it will not occur become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under this the Transferee Agreement as a result of such transfer assignment; and (Dvi) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer provides to Party B written notice of such assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the Transferee does not violate contrary, from and after such date specified for an assignment that complies with the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveforegoing, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except may treat the Transferee as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferall purposes.

Transfer. (iA) Section 7 Except in the case of a Party transferring all of its Participating Interest, no Transfer shall be made by any Party which results in the transferor or the transferee holding a Participating Interest of less than nine percent (9%) or any interest other than a Participating Interest in the Contract and this Agreement. (B) Subject to the terms of Articles 4.9 and 4.10, the Party serving as Operator shall remain Operator following Transfer of a portion of its Participating Interest. In the event of a Transfer of all of its Participating Interest, except to an Affiliate, the Party serving as Operator shall be deemed to have resigned as Operator, effective on the date the Transfer becomes effective under this Article 12, in which event a successor Operator shall be appointed in accordance with Article 4.11. If Operator transfers all of its Participating Interest to an Affiliate, that Affiliate shall automatically become the successor Operator, provided that the transferring Operator shall remain liable for its Affiliate's performance of its obligations. (C) Both the transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s Participating Interest share of any obligations (financial or otherwise) which have vested, matured or accrued under the provisions of the Contract or this Agreement prior to such Transfer. Such obligations, shall not apply include any proposed expenditure approved by the Operating Committee prior to the transferring Party A and, subject notifying the other Parties of its proposed Transfer and shall also include costs of plugging and abandoning xxxxx or portions of xxxxx and decommissioning facilities in which the transferring Party participated (or with respect to Section 6(b)(iiwhich it was required to bear a share of the costs pursuant to this sentence) (provided that to the extent Party such costs are payable by the Parties under the Contract. (D) A makes transferee shall have no rights in the Contract or this Agreement (except any notice and cure rights or similar rights that may be provided to a transfer pursuant to Section 6(b)(iiLien Holder (as defined in Article 12.2(E)) by separate instrument signed by all Parties) unless and until: (1) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation expressly undertakes in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance instrument reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates the other Parties to all or substantially all of Party A’s rights and perform the obligations under this Agreement, (B) as of the date of such transfer transferor under the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of Contract and this Agreement in respect of the Participating Interest being transferred and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government or the Contract on or before the applicable deadlines; and (2) except in the case of a Transfer to an Affiliate, each Party has consented in writing to such TaxTransfer, (C) a Termination Event or Event which consent shall be denied only if the transferee fails to establish to the reasonable satisfaction of Default does not occur each Party its financial capability to perform its payment obligations under the Contract and this Agreement. No consent shall be required under this Agreement as Article 12.2(D)(2) for a result Transfer to an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the other Parties to remain liable for its Affiliate’s performance of its obligations. (E) Nothing contained in this Article 12 shall prevent a Party from Encumbering all or any undivided share of its Participating Interest to a third party (a “Lien Holder”) for the purpose of security relating to finance, provided that: (1) such transfer Party shall remain liable for all obligations relating to such interest; (2) the Encumbrance shall be subject to any necessary approval of the Government and be expressly subordinated to the rights of the other Parties under this Agreement; and (D3) such Party A receives confirmation from each Rating Agency shall ensure that any Encumbrance shall be expressed to be without prejudice to the provisions of this Agreement. (F) Any Transfer (other than Moody’sa Transfer to an Affiliate and the granting of an Encumbrance as provided in Article 12.2(E)) that transfer shall be subject to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transfereefollowing procedure. (iii1) If an entity has made In the event that a Firm Offer Party wishes to transfer any part or all of its Participating Interest, prior to the transferor entering into a written agreement providing for such a Transfer (which remains capable whether or not such agreement is binding) the transferor shall send the other Parties notice of becoming legally its intention and invite them to submit offers for the Participating Interest subject to the Transfer. The other Parties shall have thirty (30) Days from the date of such notification to deliver a counter-notification with a binding upon acceptance) to be the transferee of a transfer to be made offer in accordance with Part 5(f)(iiArticle 12.2(F)(3). If the transferor notifies the offering Party or Parties that the binding offer presents an acceptable basis for negotiating a Transfer agreement, the transferor and that offering Party or Parties shall have the next sixty (60) aboveDays in which to negotiate in good faith and execute the terms and conditions of a mutually acceptable Transfer agreement. If the transferor does not find that any Party's offer presents an acceptable basis for negotiating a Transfer agreement, Party B or if the above sixty (60) Days elapse and the transferor in its sole discretion believes that a fully negotiated agreement based on the offer deemed acceptable by the transferor with all offering Parties is not imminent, the transferor shall be entitled for a period of one hundred eighty (at Party A’s cost180) at Party A’s written requestDays from the expiration of the thirty (30) Day offer period or the sixty (60) Day negotiation period, take any reasonable steps required respectively, plus such additional period as may be necessary to be taken by it secure governmental approvals, to effect Transfer all or such transferportion of its Participating Interest to a third party, subject to the obligations set forth in this Article 12. (iv2) Except as specified otherwise in If more than one Party counter-notifies the documentation evidencing transferor that it intends to acquire the Participating Interest subject to the proposed Transfer, then each such Party shall acquire a transfer, a transfer proportion of the Participating Interest to be transferred equal to the ratio of its own Participating Interest to the total Participating Interests of all the obligations of counter-notifying Parties, unless the counter-notifying Parties otherwise agree. (3) All Parties desiring to give such a counter-notice shall meet to formulate a joint offer. Each such Party A made in compliance shall make known to the other Parties the highest price or value that it is willing to offer to the transferor. The proposal with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation highest price or value shall be offered to the transferor as the joint proposal of the transferee Parties still willing to participate in place such offer under the provisions of Party A with respect Article 12.2(F)(1) above. (G) Notwithstanding anything to such obligations (the contrary contained therein, the terms of Article 12.2(F) shall only apply to Cash Transfers and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B shall not apply to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferTransfers that are not Cash Transfers.

Transfer. Subject to Section 7.1(b) and (ic) below and Section 7 2.6 of this Agreement the Applicable Mortgage, any Lender may, at any time, Transfer or grant participations in all or any portion of its Commitment, Equipment Notes or all or any portion of its interest in or represented by its Commitment or Equipment Notes to a Transferee; provided, that any participant in any such participation shall not apply have any direct rights under the Applicable Operative Agreements or any Lien on all or any part of the Applicable Aircraft or the Collateral (as defined in the Applicable Mortgage) except that each participant shall be entitled to Party A andthe benefits of Sections 4.4, subject 9.3 and 11.15 to the same extent as if it were a Lender and had acquired its interest by Transfer pursuant to this Section 6(b)(ii7.1; further provided, no such Transfer or participation shall diminish Borrower’s rights or increase Borrower’s liability or obligations or the amounts thereof (including with respect to withholding Taxes) above (provided x) in the case of a Transfer, that which would result had any such Transfer not occurred (except to the extent Party A makes resulting from a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation change in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of Law after the date of such transfer Transfer) or (y) in the Transferee will not be required to withhold or deduct on account case of a Tax from participation, that which would have resulted had the relevant Lender retained the interest in the Commitment or the Equipment Notes that is the subject of such participation. In the case of any payments under this Transfer, the Transferee, by execution and delivery of a Transfer Agreement unless in connection with such Transfer, shall be bound, to the extent provided therein, by all of the covenants of the transferring Lender in the Applicable Operative Agreements. In connection with any Transfer or participation, Article 8 shall continue to apply with respect to any confidential and proprietary information of Borrower and, prior to disclosing such information to a Transferee will be required to make payments or participant or potential Transferee or participant, Lender shall obtain the agreements of additional amounts pursuant to Section 2(d)(i)(4Transferee(s) and such other Persons as contemplated by clause (b) of this Agreement Article 8. Notwithstanding any provisions of the Operative Agreements to the contrary, no Lender shall be entitled to Transfer or grant participations to any Person in all or any portion of its Commitment, Equipment Notes or all or any portion of its beneficial interest in its Commitment or Equipment Notes as it relates to an Aircraft, unless such Transfer or participation is in respect of such Tax, (C) a Termination Event Commitment amount or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A unpaid Original Amount with respect to such obligations Aircraft that is greater than or equal to Five Million Dollars (and any related interests so transferredUS$5,000,000), and a release and discharge by Party B of Party A fromor if less, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date outstanding Original Amount of the transferApplicable Equipment Notes or the outstanding amount of such Lender’s Commitment, as the case may be.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "TRANSFEREE") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Offered Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Supplemental Interest Trust Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. 16.1 Party B shall use the Premises only in accordance with the terms and condition of this Agreement. During the Term of the Lease, with prior consent of Party A, which consent shall not be unreasonably withheld, Party B may assign, relet or sublet in whole or part the Premises. Notwithstanding anything to the contrary herein, (i) Section 7 of this Agreement shall not apply to Party A andB may, subject to Section 6(b)(ii) (provided that to the extent without Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a A's prior written consent but with prior written notice to Party A, sublet the Rating Agencies of such transferPremises or assign this Agreement to (a) and Part 5(f)(ii) belowan entity controlling, Party A may not transfer (whether controlled by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying common control with Party B, (b) a successor entity related to Party B by merger, consolidation, nonbankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Party B's assets located at the Rating Agency Condition Premises and without the prior written (ii) a sale or transfer of Party B's capital stock shall not require any consent of Party B. (ii) Subject to Part 5(o) belowA; provided; however, that Party A agrees to assist and cooperate with Party B to obtain any required governmental consent or approval in connection with any assignment of this Agreement, sublease of the Premises or sale or transfer of Party B's capital stock or other transaction or event that may (at its own cost) transfer all constitute an assignment or substantially sublease under applicable law. 16.2 In the event Party B assigns part or all of its rights and obligations with respect to under this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveunrelated third party, Party B shall (at obtain the prior written consent from Party A’s cost) at Party A’s written request, take which shall not be unreasonably withheld. Upon the occurrence of any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer assignment of all or any portion of this Agreement by Party B, whether to an unrelated party or otherwise, the assignee shall be responsible for the payment of rent or for the performance of any other obligations of so assigned and Party A made in compliance with this Part 5(f) will constitute an acceptance B shall be released and assumption exempted from the payment and performance of such obligations (rent and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such other obligations from and after the effective date of such assignment. 16.3 During the transferlease period, Party A shall not transfer the Hangzhou Real Property or its rights under this Agreement or its ownership of the state-owned land use right with respect to the Hangzhou Real Property to any third party, including, without limitation, to its parent or any subsidiary or affiliate in whole or part unless Party A has complied with the terms of Article 17 hereof.