Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates 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 (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and (y) Party B will not be entitled to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as (i) an Event , to any of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such Affiliate is (Party A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person ’s Affiliates whose obligations hereunder and each payment that will be received by it under the Agreement will be treated as effectively connected are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with its conduct of a trade or business within credit rating at the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (x1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment or assignment, and (y3) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and or assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only solely to the extent of any such performance.

Transfer and Assignment. Party A may may, without Counterparty’s consent, transfer or assign all or any part of its rights and or obligations hereunder and under the Agreement, in whole or in part, Transaction to any of its Affiliates of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) without the prior written consent affiliate of Party B; provided A (1) that such transfer and/or assignment shall be permitted only so long as (i) an Event of Default has a long-term issuer rating that is equal to or Termination Event will not occur as a result better than Party A’s credit rating at the time of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B2) not a U.S. Person and each payment that whose obligations hereunder will be received by it under guaranteed, pursuant to the Agreement will be treated as effectively connected with its conduct terms of a trade customary guarantee in a form used by Party A generally for similar transactions, by Party A or business within the United States within the meaning of Section 864(c) of the Code Party A’s ultimate parent so long as (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xa) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yb) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignmentassignment 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 (ivc) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default, Termination Event, Potential Adjustment Event or prior to Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates 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 (i) an Event , to any of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such Affiliate is (Party A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person ’s Affiliates whose obligations hereunder and each payment that will be received by it under the Agreement will be treated as effectively connected are guaranteed by the ultimate parent of JPMorgan Chase Bank, National Association, or to any of Party A’s Affiliates with its conduct of a trade or business within credit rating at the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (x1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment or assignment, and (y3) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and or assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (its duties hereunder to any Affiliate of Party A whose obligations are fully and unconditionally guaranteed by Party A or to any Affiliate of Party A that has or whose obligations are fully and unconditionally guaranteed by an entity of equivalent credit quality) without the prior written consent another Affiliate of Party B; provided 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 and/or assignment shall be permitted only so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xa) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yb) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignmentassignment 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 (ivc) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default, Termination Event, or prior to Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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 or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an Party A or its ultimate parent entity of equivalent credit qualityor (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder, without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only , to any affiliate of Party A whose obligations hereunder and under the Agreement are guaranteed by Bank of America Corporation, so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iia) such Affiliate assignee or transferee is (A) a “United States person” (a “U.S. Person”) within organized under the meaning of Section 7701(a)(30) laws of the U.S. Internal Revenue Code United States, any State thereof or the District of 1986, as amended Columbia; (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xb) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yc) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivd) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder, without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only , to any affiliate of Party A whose obligations hereunder and under the Agreement are guaranteed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iia) such Affiliate assignee or transferee is (A) a “United States person” (a “U.S. Person”) within organized under the meaning of Section 7701(a)(30) laws of the U.S. Internal Revenue Code United States, any State thereof or the District of 1986, as amended Columbia; (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xb) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yc) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivd) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity Bank of equivalent credit qualityAmerica Corporation or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or its ultimate or direct parent entity of equivalent credit qualityor (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary in Section 7 of the Agreement, Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, (1) to any Affiliate of its Affiliates Holdings effective upon delivery to Party B of equivalent credit quality (or whose obligations are guaranteed the guarantee by an entity of equivalent credit quality) without the prior written consent 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 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 transfer, in each case provided that (A) the transferee is an Eligible Replacement and (B) in the case of a transfer in part substantially all of Party A’s obligations under this Agreement are transferred to 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 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 permitted if, as a result thereof, a payment becomes subject to any deduction or withholding for or on account of any tax which would not have arisen had such assignment not been effected or such transfer and/or assignment shall be permitted only so long as (i) would cause an Event of Default or Termination Event to occur. Party A will not occur as provide prior written notice to each Rating Agency of any such assignment. If an entity has made a result Firm Offer (which remains capable of such transfer or assignmentbecoming legally binding upon acceptance) to be the transferee of a transfer, (ii) such Affiliate is (Party B shall at Party A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will ’s written request take any reasonable steps required to be received taken by it under the Agreement will to effect such transfer. All collateral posted by Party A shall be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver returned to Party A in immediately upon the absence assumption by a substitute counterparty of such transfer and assignment and (y) Party B will not be entitled to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) all of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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 performancehereunder.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder, without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only , to any affiliate of Party A whose obligations hereunder and under the Agreement are guaranteed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iia) such Affiliate assignee or transferee is (A) a “United States person” (a “U.S. Person”) within organized under the meaning of Section 7701(a)(30) laws of the U.S. Internal Revenue Code United States, any State thereof or the District of 1986, as amended Columbia; (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xb) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yc) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivd) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (its duties hereunder to any affiliate of Party A or whose obligations are guaranteed any entity organized or sponsored by an entity of equivalent credit quality) Party A without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only B so long as (ia) an Event of Default or Termination Event will not occur as a result the obligations of such transfer assignee or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person transferee hereunder and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct are guaranteed by Party A; (b) such assignee or transferee is organized under the laws of a trade or business within the United States within the meaning of Section 864(c) of the Code or any State thereof; (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xc) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yd) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ive) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is (each, a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee Designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performanceperformance by a Designee; Party A shall otherwise remain fully liable to Party B for all of its obligations under this Confirmation.

Transfer and Assignment. Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to any affiliate of Party A whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement 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 A so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iia) such Affiliate assignee or transferee is (A) a “United States person” (a “U.S. Person”) within organized under the meaning of Section 7701(a)(30) laws of the U.S. Internal Revenue Code United States, any State thereof or the District of 1986, as amended Columbia; (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xb) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yc) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivd) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign all, but not less than all, of its rights and obligations duties hereunder and to any affiliate of Party A; provided that, under the Agreement, in whole or in part, to any applicable law effective on the date of its Affiliates 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 (i) an Event of Default or Termination Event assignment, Party B will not occur be required, as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) in respect of the Agreement) or a number of Shares, as applicable, an Indemnifiable Tax greater than the amount or the number of Sharesamount, respectivelyif any, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment; and assignment and (y) Party B will not be receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive from the transferee on any additional amount in respect of such payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and or assignment; provided, and further, that (ivA) the transferee provides affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the tax documentation and makes affiliate’s long-term issuer rating is equal to or better than the tax representations credit rating of Party A specified in Section 4 under at the heading “Tax Matters” on time of such assignment or prior to such transfer. Notwithstanding the above or 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 that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (its duties hereunder to any Affiliate of Party A whose obligations are fully and unconditionally guaranteed by Party A or to any Affiliate of Party A that has or whose obligations are fully and unconditionally guaranteed by an entity of equivalent credit quality) without the prior written consent another Affiliate of Party B; provided 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 and/or assignment shall be permitted only so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xa) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required 6 NTD: Dealer to confirm. to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yb) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignmentassignment 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 (ivc) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default, Termination Event, or prior to Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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. Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to any Affiliate of Party A whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement 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 A so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iia) such Affiliate assignee or transferee is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it organized under the Agreement will be treated as effectively connected with its conduct laws of a trade or business within the United States within the meaning of Section 864(c) of the Code or any State thereof; (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xb) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yc) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivd) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any this Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to any affiliate of Party A whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity Bank of equivalent credit quality) without the prior written consent of Party BAmerica, N.A.; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) without the prior written consent its duties hereunder to any affiliate of Party BA; provided that that, under the applicable law effective on the date of such transfer and/or assignment shall be permitted only so long as (i) an Event of Default or Termination Event assignment, Party B will not occur be required, as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) in respect of the Agreement) or a number of Shares, as applicable, an Indemnifiable Tax greater than the amount or the number of Sharesamount, respectivelyif any, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment; and assignment and (y) Party B will not be receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive from the transferee on any additional amount in respect of such payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and or assignment, and ; provided further that (ivA) the transferee provides affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the tax documentation and makes affiliate’s long-term issuer rating is equal to or better than the tax representations credit rating of Party A specified in Section 4 under at the heading “Tax Matters” on time of such assignment or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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.. 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 or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an Party A or its ultimate or direct parent entity of equivalent credit qualityor (ii) without the prior written consent any affiliate of Party BA 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; provided that such (A) 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 and/or assignment shall be permitted only so long as or assignment, nor (iy) receive a payment from which an Event amount has been deducted or withheld for or on account of Default or Termination Event will any Tax in respect of which the other party is not occur required to pay an additional amount, in either case, as a result of such transfer or assignment, (iiB) such Affiliate is no Event of Default, Potential Event of Default or Termination Event shall (Ax) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes have occurred with respect to Party A or (By) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected occur with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) respect to either party solely as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and (y) Party B will not be entitled to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and assignment, and (ivC) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the transferee provides Transaction or to make adjustment to the tax documentation and makes terms of the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on Transaction would result from such transfer or prior to such transferassignment. 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 that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that (I) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation and (II) no Acceleration Event or other event giving rise to a right or responsibility to designate a Termination Settlement Date or otherwise terminate or cancel the Transation or to make adjustment to the terms of the Transaction would result from such designation. Party A shall be discharged of its obligations to Party B 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 or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity of equivalent credit qualityDeutsche Bank AG or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign all, but not less than all, of its rights and obligations duties hereunder and to any affiliate of Party A; provided that, under the Agreement, in whole or in part, to any applicable law effective on the date of its Affiliates 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 (i) an Event of Default or Termination Event assignment, Party B will not occur be required, as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) in respect of the Agreement) or a number of Shares, as applicable, an Indemnifiable Tax greater than the amount or the number of Sharesamount, respectivelyif any, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment; and assignment and (y) Party B will not be receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive from the transferee on any additional amount in respect of such payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and or assignment, and ; provided further that (ivA) the transferee provides affiliate’s obligations hereunder are fully and unconditionally guaranteed by [Party A] or (B) the tax documentation and makes affiliate’s long-term issuer rating is equal to or better than the tax representations credit rating of [Party A specified in Section 4 under A] at the heading “Tax Matters” on time of such assignment or prior to such transfer. Notwithstanding the above or 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 that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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.. 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 or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an Party A or its ultimate parent or parent entity pursuant to the terms of equivalent credit qualitya guarantee in a form reasonably acceptable to Party B or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) without the prior written consent its duties hereunder to any Affiliate of Party B; provided A that has at the time of such assignment or transfer and/or assignment shall be permitted only the same or better creditworthiness as Party A so long as (ia) an 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) such assignee or transferee duly appoints a process agent in the Borough of Manhattan, New York to receive service of process in any Proceedings; and (d) no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such assignment or transfer. In addition, the transferee or assignee shall agree that following such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not (x) be required to pay to such assignee or deliver to the transferee on any payment date or delivery date amount in respect of an amount (including, without limitation, Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number Agreement in excess of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B it would have been required to pay Party A absent such assignment or deliver to transfer, or (y) receive a payment from the assignee or transferee that, after withholding or deducting on account of any Tax, is less than the amount that it would have received from Party A in the absence of such transfer and assignment and (y) Party B will not be entitled to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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 or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity of equivalent credit quality▇▇▇▇▇▇▇ Sachs Group, Inc. or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an Party A or its ultimate or direct parent entity of equivalent credit qualityor (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable.

Transfer and Assignment. Party A may assign or transfer or assign all, but not less than all, of its rights and obligations duties hereunder and to any affiliate of Party A; provided that, under the Agreement, in whole or in part, to any applicable law effective on the date of its Affiliates 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 (i) an Event of Default or Termination Event assignment, Party B will not occur be required, as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) in respect of the Agreement) or a number of Shares, as applicable, an Indemnifiable Tax greater than the amount or the number of Sharesamount, respectivelyif any, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment; and assignment and (y) Party B will not be receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive from the transferee on any additional amount in respect of such payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and or assignment; provided, and further, that (ivA) the transferee provides affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the tax documentation and makes affiliate’s long-term issuer rating is equal to or better than the tax representations credit rating of Party A specified in Section 4 under at the heading “Tax Matters” on time of such assignment or prior to such transfer. Notwithstanding the above or 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 that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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. Party A may assign or transfer or assign all, but not less than all, of its rights and obligations duties hereunder and to any affiliate of Party A; provided that, under the Agreement, in whole or in part, to any applicable law effective on the date of its Affiliates 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 (i) an Event of Default or Termination Event assignment, Party B will not occur be required, as a result of such transfer or assignment, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) in respect of the Agreement) or a number of Shares, as applicable, an Indemnifiable Tax greater than the amount or the number of Sharesamount, respectivelyif any, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment; and assignment and (y) Party B will not be receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the other party is not required to pay an additional amount, unless Party B would not have been entitled to receive from the transferee on any additional amount in respect of such payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence of such transfer and or assignment, and ; provided further that (ivA) the transferee provides affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or (B) the tax documentation and makes affiliate’s long-term issuer rating is equal to or better than the tax representations credit rating of Party A specified in Section 4 under at the heading “Tax Matters” on time of such assignment or prior to such transfer. Notwithstanding the above or 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 that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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.. Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder, without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as , to (i) an Event any affiliate of Default Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or Termination Event (ii) any affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a 1 Dealers to provide applicable phrasing on dealer-by-dealer basis. long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as, in each case, at the time of such assignment or transfer (a) Party B will not occur not, as a result of such transfer assignment or assignmenttransfer, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yb) Party B will not be entitled to not, as a result of such assignment or transfer, receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivc) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder, without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as , to (i) an Event any affiliate of Default Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or Termination Event (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 so long as, in each case, at the time of such assignment or transfer (a) Party B will not occur not, as a result of such transfer assignment or assignmenttransfer, (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (x) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yb) Party B will not be entitled to not, as a result of such assignment or transfer, receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivc) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any 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 or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity of equivalent credit quality[•] or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance. Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Party A may assign or transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates rights or delegate any of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) its duties hereunder, without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only , to any affiliate of Party A whose obligations hereunder and under the Agreement are guaranteed by M▇▇▇▇▇ S▇▇▇▇▇▇, so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, (iia) such Affiliate assignee or transferee is (A) a “United States person” (a “U.S. Person”) within organized under the meaning of Section 7701(a)(30) laws of the U.S. Internal Revenue Code United States, any State thereof or the District of 1986, as amended Columbia; (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment (xb) Party B will not be required to pay to such assignee or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, Agreement greater than the amount or the number in respect of Shares, respectively, that which Party B would have been required to pay or deliver to Party A in the absence of such transfer and assignment and or transfer; (yc) Party B will not be entitled to receive a payment from the transferee on any payment date or delivery date which an amount (including, without limitation, has been withheld or deducted on account of a Tax under Section 2(d)(i)(42(d)(i) of the Agreement) or a number Agreement in excess of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to pay so withhold or deliver, as the case may be, to Party B deduct in the absence of such transfer and assignment, assignment or transfer; and (ivd) the transferee provides the tax documentation and makes the tax representations no Event of Party A specified in Section 4 under the heading “Tax Matters” on Default, Potential Event of Default or prior to Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity of equivalent credit quality[•] or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance. EXHIBIT B-21 Indemnity: Party B agrees to indemnify Party A and its affiliates and their respective directors, officers, agents and controlling parties (Party A and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Party B in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, but only to the extent that the relevant loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from such breach. Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s material breach of any covenant or representation made by Party A in this Confirmation or the Agreement or any willful misconduct, fraud, gross negligence or bad faith of any Indemnified Party. For the avoidance of doubt, any payments due as a result of this provision may not be used to set off any obligation of Party A upon settlement of the Transaction. Notice: Non-Reliance: Applicable. Additional Acknowledgments: Applicable. Agreements and Acknowledgments Regarding Hedging Activities: Applicable.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer or assign any of its rights and or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement, in whole or in part, to any of its Affiliates of equivalent credit quality (or whose obligations Agreement are fully and unconditionally guaranteed by an entity of equivalent credit qualityParty A or (ii) without the prior written consent any affiliate of Party BA 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; provided that such transfer and/or assignment shall (A) Party B will neither (x) be permitted only so long 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 (i) an Event of Default or Termination Event will not occur as a result the date of such the transfer or assignment, nor (iiy) such Affiliate receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is (A) a “United States person” (a “U.S. Person”) within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986not required to pay an additional amount, as amended (the “Code”)in either case, for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement will be treated as effectively connected with its conduct of a trade or business within the United States within the meaning of Section 864(c) of the Code (a “Non-U.S. ECI Entity”), (iii) as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required to pay or deliver occurred with respect to Party A in the absence of such transfer and assignment and or (y) Party B will not be entitled occur with respect to receive from the transferee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement) or either party solely as a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence result of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or prior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of any the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B only to the extent of any such performance.