Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Termination Event, Additional Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as as, in each case, at the time of such assignment or transfer (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (db) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ec) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A, or its ultimate or direct parent entity, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or transfer in part, to any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that affiliates which has at the time of such the assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Inc. (the same “Credit Rating”) equal to or better creditworthiness as higher than the Credit Rating of Party A of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as (ai) any guarantee an Event of Party A’s obligations hereunder continues to remain in full force and effect with respect to Default or Termination Event will not occur as a result of such assignee transfer or transfereeassignment, (bii) such assignee or transferee affiliate is organized under a “United States person” (a “U.S. Person”) within the laws meaning of Section 7701(a)(30) of the United States U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes, (iii) as a result of such transfer or any State thereof; assignment (cx) Party B will not be required to pay or deliver to such assignee affiliate on any payment date or transferee delivery date an amount in respect of an Indemnifiable Tax (including, without limitation, under Section 2(d)(i)(4) of the Agreement Agreement) or a number of Shares, as applicable, greater than the amount in respect or the number of which Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer and/or assignment or transfer; and (dy) Party B will not be entitled to receive a from such affiliate on any payment from which date or delivery date an amount has been withheld or deducted on account of a Tax (including, without limitation, under Section 2(d)(i2(d)(i)(4) of the Agreement in excess Agreement) or a number of Shares, as applicable, less than the amount or the number of Shares, respectively, that which Party A would have been required to so withhold pay or deduct deliver, as the case may be, to Party B in the absence of such transfer and assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of a requirement for such assignment affiliate to deduct or transfer; withhold tax or otherwise), (fiv) such affiliate provides the tax documentation and makes the tax representations (updated to reflect the taxpayer identification number of such affiliate) of Party A specified in Section 4 under the heading “Tax Matters” (substituting such affiliate for Party A for purposes of such provisions) on or prior to the effective time of such transfer or assignment or transfer, Party A shall have caused and at such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; later times specified in Section 4 and (gv) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). for Party B. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates that is a U.S. Person for U.S. federal income tax purposes to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement an additional amount, in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A (or its ultimate parent entity), or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A (or its ultimate parent entity) at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amounts were not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amounts were not payable by the designator immediately before the designation, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity, or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A or its ultimate or direct parent entity at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may may, without Counterparty’s consent, transfer or assign all or transfer any part of its rights or delegate any of its duties hereunder obligations under the Transaction to any Affiliate affiliate of Party A (1) that has a long-term issuer rating that is equal to or better than Party A’s credit rating at the time of such assignment transfer or transfer assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the same or better creditworthiness as terms of a customary guarantee in a form used by Party A generally for similar transactions, by Party A or Party A’s ultimate parent so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (db) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ec) no Event of Default, Potential Event of Default, Termination Event, Additional Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such assignment the transfer or transfer; assignment, nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amounts were not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amounts were not payable by the designator immediately before the designation, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part, (1) to any Affiliate of Holdings effective upon delivery to Party A B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor) or that has otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher long term senior unsecured debt rating (as determined by S&P or Moody’s) as Holdings at the time of such assignment or transfer, in each case provided that (A) the transferee is an Eligible Replacement and (B) in the case of a transfer the same or better creditworthiness as Party A so long as (a) any guarantee in part, substantially all of Party A’s obligations hereunder continues under this Agreement are transferred to remain in full force and effect with respect to such assignee or the transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) as determined by Party B will acting in a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms except that Party A shall be replaced as a counterparty or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive permitted if, as a result thereof, a payment from which an amount has been withheld becomes subject to any deduction or deducted withholding for or on account of a Tax under Section 2(d)(i) any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of the Agreement in excess of that which Default or Termination Event to occur. Party A would have been required will provide prior written notice to so withhold or deduct in each Rating Agency of any such assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the absence transferee of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall have caused such assignee or transferee be returned to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any immediately upon the assumption by a substitute counterparty of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform all of Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performancehereunder.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may at its own cost, assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part (but in increments no less than the entire trade confirmation), (1) to any Affiliate of Holdings effective upon delivery to Party A B of the executed guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor so long as the jurisdiction has a tax treaty in place with the United States that has precludes the withholding or deduction of any amount payable to Party B by the guarantor) or that otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher Long-term Rating (as determined by S&P or Moody’s) as Holdings at the time of such assignment or transfer, in each case provided that (A) the transferee is an Eligible Replacement and (B) in the case of a transfer the same or better creditworthiness as Party A so long as (a) any guarantee in part substantially all of Party A’s obligations hereunder continues under this Agreement are transferred to remain in full force and effect with respect to such assignee or the transferee, as determined by Party B acting in a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms (b) such assignee or except for the name, address and the jurisdiction of the transferee is organized under so long as the laws of jurisdiction has a tax treaty in place with the United States that precludes the withholding or deduction of any State thereof; (c) amount payable to Party B will by the transferee) or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive permitted if, as a result thereof, a payment from which an amount has been withheld becomes subject to any deduction or deducted withholding for or on account of a Tax under Section 2(d)(i) any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of the Agreement in excess of that which Default or Termination event to occur. Party A would have been required will provide prior written notice to so withhold or deduct in each Rating Agency of any such assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the absence transferee of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall have caused such assignee or transferee be returned to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any immediately upon the assumption by a substitute counterparty of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform all of Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performancehereunder.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A, or its ultimate or direct parent entity, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be other party is not required to pay to an additional amount that is less than the amount Party B amounts under Section 2(d)(i)(4) of would have received if the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) payment were made immediately prior to such assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment greater than the amount Party B would have been required to pay to Party A in the absence of such assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount that is less than the amount Party B would have received if the payment were made immediately prior to such assignment or transfer, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (e) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as as, in each case, at the time of such assignment or transfer (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (db) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ec) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may at its own cost, assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part (but in increments no less than the entire trade confirmation), (1) to any Affiliate of Holdings effective upon delivery to Party A B of the executed guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor so long as the jurisdiction has a tax treaty in place with the United States that has precludes the withholding or deduction of any amount payable to Party B by the guarantor) or that otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher Long-term Rating (as determined by S&P) as Holdings at the time of such assignment or transfer, in each case provided that (A) the transferee is an Eligible Replacement and (B) in the case of a transfer the same or better creditworthiness as Party A so long as (a) any guarantee in part substantially all of Party A’s obligations hereunder continues under this Agreement are transferred to remain in full force and effect with respect to such assignee or the transferee, as determined by Party B acting in a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms (b) such assignee or except for the name, address and the jurisdiction of the transferee is organized under so long as the laws of jurisdiction has a tax treaty in place with the United States that precludes the withholding or deduction of any State thereof; (c) amount payable to Party B will by the transferee) or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive permitted if, as a result thereof, a payment from which an amount has been withheld becomes subject to any deduction or deducted withholding for or on account of a Tax under Section 2(d)(i) any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of the Agreement in excess of that which Default or Termination event to occur. Party A would have been required will provide prior written notice to so withhold or deduct in each Rating Agency of any such assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the absence transferee of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall have caused such assignee or transferee be returned to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any immediately upon the assumption by a substitute counterparty of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform all of Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performancehereunder.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Indemnity: Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. The provisions of Section 7 of the Agreement shall apply to the Transaction. Notwithstanding the immediately preceding sentence, Party A may may, without the prior written consent of Party B, assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A (i) whose obligations hereunder and under the Agreement are guaranteed by Party A or (ii) that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as as, in each case, at the time of such assignment or transfer, (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates (each, a “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee Designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of performance by a Designee; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Confirmation. Indemnity: Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such performance.Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s negligence or willful misconduct. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A or its ultimate or direct parent entity at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or transfer in part, to any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that affiliates which has at the time of such the assignment or transfer a senior unsecured debt rating by at least one of ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Inc. (the same “Credit Rating”) equal to or better creditworthiness as higher than the Credit Rating of Party A of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as (ai) any guarantee an Event of Party A’s obligations hereunder continues to remain in full force and effect with respect to Default or Termination Event will not occur as a result of such assignee transfer or transfereeassignment, (bii) such assignee or transferee affiliate is organized under a “United States person” (a “U.S. Person”) within the laws meaning of Section 7701(a)(30) of the United States U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes, (iii) as a result of such transfer or any State thereof; assignment (cx) Party B will not be required to pay or deliver to such assignee affiliate on any payment date or transferee delivery date an amount in respect of an Indemnifiable Tax (including, without limitation, under Section 2(d)(i)(4) of the Agreement Agreement) or a number of Shares, as applicable, greater than the amount in respect or the number of which Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer and/or assignment or transfer; and (dy) Party B will not be entitled to receive a from such affiliate on any payment from which date or delivery date an amount has been withheld or deducted on account of a Tax (including, without limitation, under Section 2(d)(i2(d)(i)(4) of the Agreement in excess Agreement) or a number of Shares, as applicable, less than the amount or the number of Shares, respectively, that which Party A would have been required to so withhold pay or deduct deliver, as the case may be, to Party B in the absence of such transfer and assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of a requirement for such assignment affiliate to deduct or transfer; withhold tax or otherwise), (fiv) such affiliate provides the tax documentation and makes the tax representations (updated to reflect the taxpayer identification number of such affiliate) of Party A specified in Section 4 under the heading “Tax Matters” (substituting such affiliate for Party A for purposes of such provisions) on or prior to the effective time of such transfer or assignment or transfer, Party A shall have caused and at such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; later times specified in Section 4 and (gv) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). for Party B. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates that is a U.S. Person for U.S. federal income tax purposes to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance. 16 Insert for BofA and ▇▇▇▇▇▇. 17 Insert for JPM.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or its ultimate or direct parent entity or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A, or its ultimate or direct parent entity, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Any indemnification required to be paid hereunder shall be without duplication of amounts that are required to be paid under the corresponding provisions of the Sales Agreement. Non-Reliance: Applicable. Additional Acknowledgments: Applicable.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder to and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any Affiliate affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as as, in each case, at the time of such assignment or transfer (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (db) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ec) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Indemnity: Without duplication of any indemnification obligations under the Distribution Agreement, Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from any Indemnified Party’s gross negligence or willful misconduct. 2 Dealers to provide applicable group name on dealer-by-dealer basis. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance. Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement. Non-Reliance: Applicable. Additional Acknowledgments: Applicable.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder and under each Supplemental Confirmation, without the prior written consent of Party B, to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer the same or better creditworthiness as Party A so long as as, in each case, at the time of such assignment or transfer (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (db) Party B will not not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ec) no Event of Default, Potential Event of Default, Default or Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Master Forward Confirmation or any Supplemental Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Master Forward Confirmation and each Supplemental Confirmation. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence or willful misconduct. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any Affiliate affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Deutsche Bank AG or (ii) any affiliate of Party A that has with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer the same or better creditworthiness as Party A so long as transfer; provided that (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (c) Party B will not neither (x) be required to pay to such assignee or transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the law as of the date of the transfer or assignment, except to the extent that such additional amount in respect of which Party B would have been required was payable to pay Party A in the absence of such assignor or transferor immediately before the assignment or transfer; , nor (dy) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Indemnifiable Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold pay an additional amount, except to the extent that such additional amount was not payable by the assignor or deduct in transferor immediately before the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Defaulteither case, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such transfer or assignment and (B) no Event of Default or transfer; Potential Event of Default shall (fx) prior have occurred with respect to such assignment or transfer, Party A shall have caused or (y) occur with respect to either party solely as a result of such assignee or transferee to make such payee tax representations transfer and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below)assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer the same or better creditworthiness as Party A so long as (a) any guarantee of Party A’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) such assignee or transferee is organized under the laws of the United States or any State thereof; (cb) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (dc) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (ed) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party A shall have caused such assignee or transferee to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.. Indemnity: Party B agrees to indemnify Party A and its Affiliates and their respective directors, officers, agents and controlling parties (Party A and each such Affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable documented expenses (including reasonable documented legal fees and expenses) in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, fraud, willful misconduct or breach of this Confirmation or the Agreement. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may at its own cost, assign or transfer any of its rights and obligations under the Agreement, in whole or delegate any of its duties hereunder in part (but in increments no less than the entire trade confirmation), (1) to any Affiliate of Holdings effective upon delivery to Party A B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate, such guarantee to be identical to the guarantee then in effect of the obligations of the transferor (except for the name, address and the jurisdiction of the guarantor so long as the jurisdiction has a tax treaty in place with the United States that has precludes the withholding or deduction of any amount payable to Party B by the guarantor) or that otherwise satisfies the Rating Agency Condition, or (2) to any entity with the same or higher Long-term Rating (as determined by S&P) as Holdings at the time of such assignment or transfer, in each case provided that (A) the transferee is an Eligible Replacement and (B) in the case of a transfer the same or better creditworthiness as Party A so long as (a) any guarantee in part substantially all of Party A’s obligations hereunder continues under this Agreement are transferred to remain in full force and effect with respect to such assignee or the transferee, as determined by Party B acting in a commercially reasonable manner. In the event of such a transfer, this Agreement shall be replaced with an Agreement having identical terms (b) such assignee or except for the name, address and the jurisdiction of the transferee is organized under so long as the laws of jurisdiction has a tax treaty in place with the United States that precludes the withholding or deduction of any State thereof; (c) amount payable to Party B will by the transferee) or with an agreement that otherwise satisfies the Rating Agency Condition. Notwithstanding the foregoing, any assignment hereunder shall not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (d) Party B will not receive permitted if, as a result thereof, a payment from which an amount has been withheld becomes subject to any deduction or deducted withholding for or on account of a Tax under Section 2(d)(i) any tax which would not have arisen had such assignment not been effected or such transfer would cause an Event of the Agreement in excess of that which Default or Termination event to occur. Party A would have been required will provide prior written notice to so withhold or deduct in each Rating Agency of any such assignment. If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the absence transferee of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; (e) no Event of Default, Potential Event of Default, Termination Event, Additional Adjustment or Acceleration Event will occur as a result of such assignment or transfer; (f) prior to such assignment or transfer, Party B shall at Party A’s written request take any reasonable steps required to be taken by it to effect such transfer. All collateral posted by Party A shall have caused such assignee or transferee be returned to make such payee tax representations and to provide such tax representations as may be reasonably requested by Party B to permit Party B to determine that the assignment or transfer complies with the requirements of this paragraph; and (g) such assignment or transfer will not cause a deemed exchange for Party B of the Transaction under Section 1001 of the Code (as defined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any immediately upon the assumption by a substitute counterparty of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform all of Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performancehereunder.