Common use of Transfers to BACI Affiliate Transferees Clause in Contracts

Transfers to BACI Affiliate Transferees. BACI may, at any time, Transfer shares of Common Stock, subject to compliance with the other provisions of this Agreement, to an Affiliate of Bank of America Corporation who duly executes and delivers to the Company and each Blackstone Entity an Assumption Agreement (a “BACI Affiliate Transferee”); provided, however, that in the event a transaction or event is contemplated in which any BACI Affiliate Transferee to which shares of Common Stock are Transferred will cease to qualify as a BACI Affiliate Transferee, other than in connection with the bona fide sale or other disposition by Bank of America Corporation, or any of its Affiliates, of a business unit that includes such BACI Affiliate Transferee, such BACI Affiliate Transferee to which shares of Common Stock are Transferred shall, and BACI shall cause such BACI Affiliate Transferee to: (a) promptly notify the Company of the pending occurrence of such transaction or event; and (b) prior to the time such BACI Affiliate Transferee ceases to be a BACI Affiliate Transferee, Transfer back to BA Capital Investors Sidecar Fund, L.P. (or to another BACI Affiliate Transferee) any shares of Common Stock it owns and such Transferee will execute and deliver an Assumption Agreement with respect thereto.

Transfers to BACI Affiliate Transferees. During or after the Initial Share Holding Period, BACI may, at any time, may Transfer shares of Common StockOrdinary Shares, subject to compliance with the other provisions of this Agreement, to an Affiliate of Bank of America Corporation who duly executes and delivers to the Company and each Blackstone Entity an Assumption Agreement (a “"BACI Affiliate Transferee”AFFILIATE TRANSFEREE"); providedPROVIDED, howeverHOWEVER, that in the event a transaction or event is contemplated in which any BACI Affiliate Transferee to which shares of Common Stock Ordinary Shares are Transferred will cease to qualify as a BACI Affiliate Transferee, other than in connection with the bona fide BONA FIDE sale or other disposition by Bank of America Corporation, or any of its Affiliates, of a business unit that includes such BACI Affiliate Transferee, such BACI Affiliate Transferee to which shares of Common Stock Ordinary Shares are Transferred shall, and BACI shall cause such BACI Affiliate Transferee to: (ai) promptly notify the Company of the pending occurrence of such transaction or event; and (bii) prior to the time such BACI Affiliate Transferee ceases to be a BACI Affiliate Transferee, Transfer back to BA Capital Investors Sidecar Fund, L.P. (or to another BACI Affiliate Transferee) any shares of Common Stock Ordinary Shares it owns and such Transferee will execute and deliver an Assumption Agreement with respect thereto.